1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 29, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from to
-------------- ---------------
Commission File No. 1-7819
Analog Devices, Inc.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2348234
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Technology Way, Norwood, MA 02062-9106
(Address of principal executive offices) (Zip Code)
(617) 329-4700
(Registrant's telephone number, including area code)
----------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
The number of shares outstanding of each of the issuer's classes of Common
Stock as of May 31, 1995 was 75,678,923 shares of Common Stock.
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(thousands except per share amounts)
Three Months Ended
------------------
April 29, 1995 April 30, 1994
-------------- --------------
Net sales $230,046 $192,027
Cost of sales 113,652 98,508
-------- --------
Gross margin 116,394 93,519
Operating expenses:
Research and development 33,266 26,360
Selling, marketing, general and
administrative 45,592 42,204
-------- --------
78,858 68,564
-------- --------
Operating income 37,536 24,955
Nonoperating expenses (income):
Interest expense 1,022 1,829
Interest income (1,991) (931)
Other 732 828
-------- --------
(237) 1,726
-------- --------
Income before income taxes 37,773 23,229
Provision for income taxes 9,066 5,345
-------- --------
Net income $ 28,707 $ 17,884
======== ========
Shares used to compute earnings per share 78,912 77,071
======== ========
Earnings per share of common stock $0.36 $0.23
======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(thousands except per share amounts)
Six Months Ended
----------------
April 29, 1995 April 30, 1994
-------------- --------------
Net sales $438,051 $373,115
Cost of sales 216,797 193,101
-------- --------
Gross margin 221,254 180,014
Operating expenses:
Research and development 63,516 50,616
Selling, marketing, general and
administrative 89,263 83,201
-------- --------
152,779 133,817
-------- --------
Operating income 68,475 46,197
Nonoperating expenses (income):
Interest expense 2,304 3,659
Interest income (4,182) (1,524)
Other 1,464 1,393
-------- --------
(414) 3,528
-------- --------
Income before income taxes 68,889 42,669
Provision for income taxes 16,534 9,525
-------- --------
Net income $ 52,355 $ 33,144
======== ========
Shares used to compute earnings per share 78,671 76,762
======== ========
Earnings per share of common stock $0.66 $0.43
======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(thousands except share amounts)
Assets April 29, 1995 October 29, 1994 April 30, 1994
-------------- ---------------- --------------
Cash and cash equivalents $ 66,320 $109,113 $131,317
Short-term investments 66,594 72,652 --
Accounts receivable, net 178,271 162,337 162,066
Inventories:
Finished goods 42,203 45,678 50,087
Work in process 72,149 69,771 73,638
Raw materials 20,262 15,277 14,276
-------- -------- --------
134,614 130,726 138,001
Prepaid income taxes 24,000 25,587 23,106
Prepaid expenses 5,910 5,042 5,612
-------- -------- --------
Total current assets 475,709 505,457 460,102
-------- -------- --------
Property, plant and equipment,
at cost:
Land and buildings 127,206 111,857 84,173
Machinery and equipment 553,028 477,339 461,365
Office equipment 35,870 36,613 40,892
Leasehold improvements 40,032 33,070 31,094
-------- -------- --------
756,136 658,879 617,524
Less accumulated depreciation
and amortization 399,351 377,064 370,882
-------- -------- --------
Net property, plant and
equipment 356,785 281,815 246,642
-------- -------- --------
Intangible assets, net 18,246 19,262 20,283
Deferred charges and other
assets 25,340 9,337 6,006
-------- -------- --------
Total other assets 43,586 28,599 26,289
-------- -------- --------
$876,080 $815,871 $733,033
======== ======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(thousands except share amounts)
Liabilities and
Stockholders' Equity April 29, 1995 October 29, 1994 April 30, 1994
-------------- ---------------- --------------
Short-term borrowings and current
portion of long-term debt $ 3,081 $ 22,917 $ 23,108
Obligations under capital leases 133 236 348
Accounts payable 68,458 74,506 49,105
Deferred income on shipments to
domestic distributors 21,075 18,881 19,769
Income taxes payable 31,133 29,425 17,346
Accrued liabilities 82,934 60,221 60,683
-------- -------- --------
Total current liabilities 206,814 206,186 170,359
-------- -------- --------
Long-term debt 80,000 80,000 80,000
Noncurrent obligations under
capital leases -- 61 119
Deferred income taxes 4,000 3,225 8,201
Other noncurrent liabilities 5,583 4,484 5,342
-------- -------- --------
Total noncurrent liabilities 89,583 87,770 93,662
-------- -------- --------
Commitments and Contingencies
Stockholders' equity:
Preferred stock, $1.00 par value,
500,000 shares authorized,
none outstanding -- -- --
Common stock, $.16 2/3 par value,
300,000,000 shares authorized,
75,627,515 shares issued
(75,252,112 in October 1994,
51,175,331 in April 1994) 12,605 12,542 8,529
Capital in excess of par value 146,756 141,159 146,099
Retained earnings 414,549 362,194 320,842
Cumulative translation adjustment 6,123 6,020 5,781
-------- -------- --------
580,033 521,915 481,251
-------- -------- --------
Less 14,221 shares in treasury,
at cost (none in October 1994
and 1,577,703 in April 1994) 350 -- 12,239
-------- -------- --------
Total stockholders' equity 579,683 521,915 469,012
-------- -------- --------
$876,080 $815,871 $733,033
======== ======== ========
See accompanying notes.
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ANALOG DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(thousands)
Six Months Ended
----------------
April 29, 1995 April 30, 1994
-------------- --------------
OPERATIONS
Cash flows from operations:
Net income $ 52,355 $ 33,144
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation and amortization 30,741 30,550
Deferred income taxes 658 (385)
Other noncash expenses 52 1,257
Changes in operating assets and liabilities 4,866 10,763
-------- --------
Total adjustments 36,317 42,185
-------- --------
Net cash provided by operations 88,672 75,329
-------- --------
INVESTMENTS
Cash flows from investments:
Additions to property, plant and
equipment, net (102,480) (26,723)
Maturities of short-term investments 76,588 --
Purchase of short-term investments (70,530) --
Increase in other assets (15,473) (265)
-------- --------
Net cash used for investments (111,895) (26,988)
-------- --------
FINANCING ACTIVITIES
Cash flows from financing activities:
Payments on fixed rate borrowings (20,000) --
Proceeds from employee stock plans 1,457 1,900
Payments on capital lease obligations (164) (165)
Net increase (decrease) in variable
rate borrowings (10) 906
-------- --------
Net cash provided by (used for)
financing activities (18,717) 2,641
-------- --------
Effect of exchange rate changes on cash (853) (333)
-------- --------
Net increase (decrease) in cash
and cash equivalents (42,793) 50,649
Cash and cash equivalents at beginning
of period 109,113 80,668
-------- --------
Cash and cash equivalents at end of period $ 66,320 $131,317
======== ========
SUPPLEMENTAL INFORMATION
Cash paid during the period for:
Income taxes $ 11,608 $ 5,704
======== ========
Interest $ 2,611 $ 3,573
======== ========
See accompanying notes.
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Analog Devices, Inc.
Notes to Condensed Consolidated Financial Statements
April 29, 1995
Note 1 - In the opinion of management, the information furnished in the
accompanying financial statements reflects all adjustments, consisting only of
normal recurring adjustments, which are necessary to a fair statement of the
results for this interim period and should be read in conjunction with the most
recent Annual Report to Stockholders.
Note 2 - Certain amounts reported in the previous year have been reclassified to
conform to the 1995 presentation.
Note 3 - Commitments and Contingencies
As previously reported in the Company's Annual Report on Form 10-K for the
fiscal year ended October 29, 1994 and as set forth in Item 1, "Legal
Proceedings" in this Form 10-Q for the fiscal quarter ended April 29, 1995, the
Company is engaged in an enforcement proceeding brought by the International
Trade Commission related to patent infringement litigation with Texas
Instruments, Inc., and antitrust litigation with Maxim Integrated Products, Inc.
Although the Company believes it should prevail in these matters, the Company is
unable to determine their ultimate outcome or estimate the ultimate amount of
liability, if any, at this time. An adverse resolution of these matters could
have a material adverse effect on the Company's consolidated financial position
or on its consolidated results of operations or cash flows in the period in
which the matters are resolved.
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Second Quarter of Fiscal 1995 Compared to the Second Quarter of Fiscal 1994
Net sales of $230.0 million for the second quarter of fiscal 1995 grew $38.0
million or 20% from net sales of $192.0 million for the second quarter of
fiscal 1994. Second quarter sales growth was principally attributable to
significant increases in sales volumes of both standard linear IC and
system-level IC products as the Company benefited from strong worldwide demand
in the semiconductor industry. Demand for the Company's standard linear IC and
system-level IC products was broad based across all served application markets
and geographies with the highest growth in the communications, computer and
industrial markets. The distributor channel continued to have a very positive
effect on sales growth, particularly for standard linear IC products, as
worldwide sales through distribution increased approximately 58% from the same
period last year to comprise approximately 43% of total sales in the second
quarter of fiscal 1995. Geographically, the largest year-over-year sales gains
were registered in Europe, Japan and North American distribution, with a weaker
average dollar exchange rate contributing to a portion of the international
sales increase.
Assuming continued increases in demand, further increases in sales will be
constrained in the near term by the Company's manufacturing capacity. See
"Liquidity and Capital Resources" below for a discussion of the Company's
efforts to address its capacity issues.
Gross margin increased to 50.6% of sales from 48.7% in the second quarter of
fiscal 1994. This increase resulted principally from an increased mix of
higher-margined standard linear IC products and improvement in system level IC
gross margins as this product area continues to grow and reach higher volume
efficiencies. Gross margin on all IC products, which include both standard
linear and system-level ICs, was approximately 52% of sales compared to 50% for
the year ago quarter.
R&D expenses for the second quarter of fiscal 1995 increased 26.2% over the
same quarter last year to 14.5% of sales as the Company continued to fund the
most promising initiatives in new product and process development. Selling,
marketing, general and administrative expense (SMG&A) growth was held to 8%
compared to the second quarter of fiscal 1994 despite a weaker dollar, as the
Company continued to constrain spending growth to a rate significantly below
sales growth. As a result, the SMG&A-to-sales ratio decreased to 19.8% from
22.0% in the second quarter of fiscal 1994.
Operating profit rose 50% to 16.3% of sales compared to 13.0% of sales in
fiscal 1994's second quarter reflecting the combination of accelerated demand
for the Company's products, improved gross margin and continuing commitment to
growing expenses more slowly than sales.
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Nonoperating expenses decreased $2.0 million in total, aided in large part by a
decrease in interest expense and an increase in interest income. The decrease
in interest expense related primarily to the maturity of a $20 million term
loan in the first quarter of fiscal 1995 while the increased interest income
reflected a higher average level of cash, cash equivalents and short-term
investments together with an increase in investment rates.
The effective income tax rate increased slightly from 23.0% for the year ago
quarter to 24.0% for the second quarter of fiscal 1995 due to a shift in the
mix of worldwide income.
The growth in sales and improved operating performance yielded a 61% increase
in net income which rose from $17.9 million or $0.23 per share for the
year-earlier period to $28.7 million or $0.36 per share for the second quarter
of fiscal 1995.
Second Quarter of Fiscal 1995 Compared to the First Quarter of Fiscal 1995
Net sales rose from $208.0 million for the first quarter of fiscal 1995 to
$230.0 million for the second quarter of fiscal 1995, an increase of $22.0
million or 11% as the strong order rate experienced during the first quarter
continued into the second quarter. The sales increase resulted largely from
increased sales volumes of IC products, including both standard linear and
system-level ICs. Sales volumes of assembled products also increased from the
prior quarter. Increased penetration of the distributor channel coupled with
well accepted new product offerings contributed significantly to overall sales
growth for the quarter. Worldwide sales through distribution increased
approximately 27% from the prior quarter with distribution now the fastest
growing channel for the Company's standard linear IC products. Sales were
strong throughout all geographic regions with North American and international
sales both increasing by 11% from the first quarter. A weaker average dollar
exchange rate compared to the previous quarter accounted for some of the
international sales improvement.
Gross margin improved slightly from 50.4% in the first quarter to 50.6% in the
second quarter. R&D expenses for the second quarter rose $3.0 million from the
first quarter but as a percentage of sales remained at 14.5%. SMG&A expenses
declined as a percentage of sales to 19.8% from 21.0% for the first quarter of
fiscal 1995. Higher sales, improved gross margin and further reduction in total
operating expenses as a percentage of sales generated a sequential gain in
operating income of 21% with operating income reaching 16.3% of sales compared
to 14.9% in the preceding quarter.
After nonoperating income of $237,000 and an effective income tax rate of 24%,
both essentially unchanged from the prior quarter, the Company recorded a 21%
increase in net income to $28.7 million or $0.36 per share compared to $23.6
million or $0.30 per share for last quarter.
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First Six Months of Fiscal 1995 Compared to the First Six Months of Fiscal 1994
Net sales of $438.1 million increased $64.9 million or approximately 17% from
the same period of fiscal 1994. Overall market demand for integrated circuit
products accelerated during the first half of fiscal 1995 with the Company
benefiting from this demand both in its standard linear IC and system-level IC
product areas. The sales increase was mostly volume-based and was widespread
across all product lines, markets and geographies. Total IC sales, representing
both standard linear and system-level ICs constituted more than 90% of total
sales for the first six months of fiscal 1995, continuing the long-term trend
of IC sales becoming a larger portion of the Company's revenues.
The highest growth for both the Company's standard linear IC and system-level
IC products was in applications targeted for the communications and computer
sectors. Sales growth for the Company's core standard linear products was also
very strong in the first half of fiscal 1995 in the Company's traditional
industrial and instrumentation markets for such products as high-performance op
amps and converters and pin electronics for automatic test equipment.
Sales to North American and international customers increased 13% and 21%,
respectively, over the same period last year with the translation of local
currency sales to a weaker average U.S. dollar accounting for some of this
improvement. The distributor channel was a major contributor to sales growth in
North America as well as in Europe and Japan, especially for standard linear
products, as worldwide sales through distribution increased 46% compared to the
year ago period. For the first six months of fiscal 1995, approximately 40% of
the Company's sales were derived from sales through distributors.
Gross margin increased more than two points from 48.2% for the first half of
fiscal 1994 to 50.5% of sales for the first half of fiscal 1995. This increase
resulted primarily from significantly stronger sales of higher-margin standard
linear IC products and improvement in gross margin of system-level IC products
as variable manufacturing costs decreased and fixed costs were spread over a
larger production base.
R&D expenses increased $12.9 million or 25.5% over the prior year reflecting
continued investment in high growth initiatives in the computer,
communications, consumer and automotive markets. As a percentage of sales, R&D
increased from 13.6% last year to 14.5% for the first six months of fiscal
1995. SMG&A expense growth was held to 7.3%, leading to a reduction in SMG&A as
a percentage of sales from 22.3% for the first six months of fiscal 1994 to
20.4% for the first six months of fiscal 1995 consistent with the Company's
focus on maintaining tight control on operating expenses in order to provide
additional operating profit leverage as revenues grow.
Operating profit reached $68.5 million or 15.6% of sales for the first half of
fiscal 1995, an increase of 48% from $46.2 million or 12.4% of sales for the
first half of fiscal 1994. This performance gain reflected growth in sales,
improvement in gross margin and a slower rate of SMG&A expense growth versus
sales.
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Nonoperating expenses decreased $3.9 million year-to-year due in large part to
increased interest income on a higher average level of cash investments and a
higher weighted average investment rate. A reduction in interest expense from
$3.7 million to $2.3 million related to the maturity of a $20 million term loan
early in the first quarter of fiscal 1995 also contributed to the decrease in
nonoperating expenses. The effective income tax rate increased to 24.0% from
22.3% for the year ago period due to a change in the mix of worldwide profits.
Net income grew 58% to $52.4 million or $0.66 per share compared to $33.1
million or $0.43 per share for the first six months of fiscal 1994. As a
percentage of sales, net income improved to 12% from 8.9% for the year-earlier
period.
Liquidity and Capital Resources
At April 29, 1995, cash and cash equivalents and short-term investments totaled
$132.9 million, compared to $181.8 million and $131.3 million at the end of the
fourth and second quarters of fiscal 1994, respectively. The $48.9 million
decrease in cash, cash equivalents and short-term investments from the end of
the fourth quarter of fiscal 1994 resulted from cash used to fund a portion of
capital expenditures, the maturity of the Company's $20.0 million term loan in
the first quarter of fiscal 1995, and an investment made in an external wafer
foundry in the second quarter of fiscal 1995 as discussed below. Cash, cash
equivalents and short-term investments were, in the aggregate, relatively
unchanged from the second quarter of fiscal 1994 as the continued generation of
cash flow from operations was offset by a significant increase in additions to
property, plant and equipment associated with capacity expansion.
For the first half of fiscal 1995, the Company generated cash flow from
operations of $88.7 million or 20.2% of sales compared to $75.3 million or
20.2% of sales for the same period of fiscal 1994. The change in operating cash
flow compared to the first six months of fiscal 1994 principally reflected
higher net income offset in part by an increase in inventories. Cash flow from
operations generated for the second quarter of fiscal 1995 was $38.6 million or
16.8% of sales versus $50.1 million or 24.1% of sales for the prior quarter and
$54.0 million or 28.1% of sales for the second quarter of fiscal 1994. The
decrease in operating cash flows compared to both of these quarters was mainly
attributable to higher net working capital requirements in the second quarter
of fiscal 1995, as increased net income was more than offset by a reduction in
accounts payable and growth in inventories.
Accounts receivable of $178.3 million increased $8.5 million or 5%, $15.9
million or 9.8% and $16.2 million or 10% from the end of the first quarter of
1995, the fourth quarter of 1994 and the second quarter of 1994, respectively.
All of these increases reflected the higher sales levels combined with the
translation of local currency denominated receivables to a weaker U.S. dollar,
particularly in Japan. As a percentage of annualized quarterly sales, however,
accounts receivable was reduced to 19.4% from 20.4%, 20.0% and 21.1% for the
previous quarter and the fourth and second quarters of 1994, respectively, due
to improved collection of receivables.
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Inventories rose $7.9 million during the second quarter of 1995 as a result of
heightened customer demand and the need to improve response times for incoming
orders. As a percentage of annualized quarterly sales, inventories decreased
to 14.6% from 15.2% for the prior quarter, 16.1% for the fourth quarter of 1994
and 18.0% for the year-earlier quarter.
Cash flow from operations together with cash on hand for both the second
quarter and first six months of fiscal 1995 were used largely to fund net
additions to property, plant and equipment of $47.7 million and $102.5
million, respectively. Capital expenditures were significantly higher than the
comparable periods of 1994 with the majority of these expenditures related to
the addition of a 6-inch, 0.6-micron wafer module for the production of fine
line CMOS and BiCMOS products at the Company's current wafer fabrication
facility in Limerick, Ireland. This module is expected to be on line in early
1996.
Stronger-than-planned customer demand for virtually all products has begun to
stress manufacturing capacity. In response, the Company has undertaken an
intensive effort focused on both internal and external capacity expansion.
These actions are expected to begin providing incremental capacity increases
beginning in the first quarter of fiscal 1996.
The Company's programs to address capacity shortages related to its internal
manufacturing facilities, in addition to the ongoing expansion of the Company's
facility in Limerick, Ireland, include upgrading its Wilmington, Massachusetts
wafer fabrication facility to provide new six-inch capability, primarily for
high speed linear products. The Company has also signed a letter of intent to
purchase the assets of an existing six-inch wafer fab from Performance
Semiconductor Corporation in Sunnyvale, California, which when modernized and
converted to advanced linear technology, is planned to support initiatives in
power management and other standard and special purpose linear products. The
Company also plans to shift production of disk drive IC products from its
facility in Limerick, Ireland to foundries in order to free up capacity for
higher margin linear products. These actions in total are expected to provide
significant upside capacity in fiscal 1996 to accommodate the higher growth
currently experienced in the Company's core linear products.
Other programs aimed at providing additional internal capacity include an
expansion of the Company's assembly and test facilities in the Philippines and
a building expansion program at the Company's facility in North Carolina to
provide capability to produce newer hybrids and multi-chip modules for
communications and other high growth applications.
The Company's programs to address capacity shortages related to its external
wafer supply, particularly for products in the computer and communications
sectors, include expanding and formalizing its relationship with Taiwan
Semiconductor Manufacturing Company (TSMC), the Company's primary wafer
foundry, to provide significantly higher baseline and option capacity over the
1996-1999 time frame. Also, to secure access to additional external wafer
capacity, the Company invested $14 million in the second quarter of fiscal 1995
to acquire a minority interest in an external foundry, Chartered Semiconductor
in Singapore. This supply agreement is scheduled to begin providing access to
eight-inch, 0.5-micron wafer capacity in 1996. The cost of this investment
will be amortized over the wafer output period.
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Despite these investments, the Company expects demand will continue to exceed
available supply for the balance of 1995. The Company believes it has capacity
sufficient to grow revenues by approximately 20% for the second half of the
year, compared to the same period last year, assuming demand continues strong
during this period.
The total effect of these actions, including the current expansion in Limerick,
is expected to result in over $300 million in capital spending between fiscal
1995 and 1996. These expenditures are currently expected to be financed with
cash, cash equivalents and short-term investments on hand, coupled with
internally generated cash flow from operations. As a result of internal
expansion, depreciation expense is expected to be incrementally higher in
fiscal 1996 as these planned additions begin to ramp up.
At April 29, 1995, substantially all of the Company's lines of credit were
unused, including its four-year, $60 million credit facility.
The Company believes that its strong financial condition, existing sources of
liquidity, available capital resources and cash expected to be generated from
operations leave it well positioned to obtain the funds required to meet its
current and future business requirements.
Litigation
As set forth in Note 3 to the Condensed Consolidated Financial Statements and
Item 1, "Legal Proceedings" contained in this Form 10-Q for the fiscal quarter
ended April 29, 1995, the Company is engaged in an enforcement proceeding
brought by the International Trade Commission related to patent infringement
litigation with Texas Instruments, Inc., and antitrust litigation with Maxim
Integrated Products, Inc.
Although the Company believes it should prevail in these matters, the Company
is unable to determine their ultimate outcome or estimate the ultimate amount
of liability, if any, at this time. An adverse resolution of these matters
could have a material adverse effect on the Company's consolidated financial
position or on its consolidated results of operations or cash flows in the
period in which the matters are resolved.
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PART II - OTHER INFORMATION
ANALOG DEVICES, INC.
Item 1. Legal Proceedings
Texas Instruments Litigation
As previously reported, the Company was a defendant in two lawsuits brought in
Texas by Texas Instruments, Inc. ("TI"), alleging patent infringement, including
patent infringement arising from certain plastic encapsulation processes, and
seeking an injunction and unspecified damages against the Company. The alleged
infringement of one of these patents is also the subject matter of a proceeding
brought by TI against the Company before the International Trade Commission (the
"ITC"). On January 10, 1994, the ITC brought an enforcement proceeding against
the Company alleging that the Company had violated the ITC's cease and desist
order of February 1992 (as modified in July 1993), and seeking substantial
penalties against the Company for these alleged violations. In addition, in June
1992, the Company commenced a lawsuit against TI in Massachusetts alleging
certain TI digital signal processors infringed one of the Company's patents.
Effective April 1, 1995, the Company and TI settled both Texas lawsuits and the
Massachusetts lawsuit principally by means of a royalty-free cross license of
certain of the Company's and TI's patents. On April 24, 1995, the Company filed
with the ITC a motion to terminate the ITC enforcement proceeding on the grounds
that further action by the ITC is unnecessary in light of the Company's
settlement with TI. On May 8, 1995, an Administrative Law Judge issued a
recommended determination to the ITC to grant the Company's motion to terminate,
and that motion is pending before the ITC.
Item 4. Submission of Matters to a Vote of Security holders
At the Annual Meeting of Stockholders held on March 14, 1995, the stockholders
of the Company elected Messrs. Jerald G. Fishman and Gordon C. McKeague to serve
as Class II Directors for a term of three years by the following votes:
Nominee Votes For Votes Withheld Broker Non votes
- ------------------ ---------- -------------- ----------------
Jerald G. Fishman 67,317,940 152,185 -0-
Gordon C. McKeague 67,338,401 131,724 -0-
The terms of office of Messrs. John L. Doyle, Samuel H. Fuller, Philip L. Lowe,
Joel Moses, Ray Stata and Lester C. Thurow continued after the meeting.
At the same meeting, the stockholders approved an amendment to be Company's
Articles of Organization increasing the authorized shares of Common Stock from
150,000,000 shares to 300,000,000 shares by a vote of 62,054,381 in favor,
5,261,645 opposed and 154,099 abstaining. The stockholders also approved the
Company's 1994 Director Option Plan by a vote of 50,343,542 in favor, 16,865,232
opposed and 261,351 abstaining. A description of the 1994 Director Option Plan
appears in the Company's Proxy Statement dated March 14, 1995.
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PART II - OTHER INFORMATION
ANALOG DEVICES, INC.
Item 6. Exhibits and reports on Form 8-K
(a) See Exhibit Index
(b) There were no reports on Form 8-K filed for the three months ended
April 29, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Analog Devices, Inc.
--------------------
(Registrant)
Date: June 12, 1995 By:/s/ Ray Stata
-----------------------------
Ray Stata
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: June 12, 1995 By:/s/ Joseph E. McDonough
-----------------------------
Joseph E. McDonough
Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Analog Devices, Inc.
Item
3.1 Restated Articles of Organization of Analog Devices, Inc., as amended
27 Financial Data Schedule
17
1
EXHIBIT 3.1
THE COMMONWEALTH OF MASSACHUSETTS
KEVIN H. WHITE
Secretary of the Commonwealth
STATE HOUSE
BOSTON, MASS.
ARTICLES OF ORGANIZATION
We, Sylvia M. Sherriff, Lida P. Underhill, Burton L. Williams and John M.
Barnes, Jr. being a majority of the directors of Analog Devices, Inc. elected at
its first meeting, in compliance with the requirements of General Laws, Chapter
156, Section 10, hereby certify that the following is a true copy of the
agreement of association to form said corporation, with the names of the
subscribers thereto:
We, whose names are hereto subscribed, do, by this agreement, associate
ourselves with the intention of forming a corporation under the provisions of
General Laws, Chapter 156.
The name by which the corporation shall be known is Analog Devices, Inc.
The location of the principal office of the corporation in Massachusetts is
to be in the city Cambridge, and outside Massachusetts,
[The business address of the corporation is to be
221 Fifth Street, Cambridge, Massachusetts
- --------------------------------------------------------------------------------
Street and number (if office building, give room number), city or town.
If such business address is not yet determined, give the name and business
address of the treasurer or other officer to receive mail.
- --------------------------------------------------------------------------------
Name and title of officer to receive mail and his complete business address
The purpose for which the corporation is formed and the nature of the
business to be transacted by it are as follows:
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To carry on a general manufacturing and merchandising business and any
business incidental thereto or in any way connected therewith, including,
but without limiting the generality of the foregoing purpose, the trade or
business of producing, manufacturing, adapting, preparing, forming,
processing, treating, finishing, converting, testing, and otherwise
acquiring, owing, holding, consuming, disposing of and dealing in, and in
interests in, electronic devices and components and any and all other
goods, articles, materials, equipment, compounds or substances required
for, or convenient in connection with or incidental to any of the
foregoing, and any other trade or business which can conveniently be
carried on in conjunction with any of the matters aforesaid or in or upon
the premises of the corporation.
To apply for, purchase or in any manner to acquire, outright or by way of
lease, license or otherwise, patents, trade-marks, trade names, copyrights,
secret processes, inventions, formulae, and improvements of any and every nature
which may be necessary, convenient, incidental or advantageous to the
Corporation or for effecting any of its purposes; and to grant or license the
same to others.
To construct, lease, purchase or otherwise acquire real estate and personal
property of any nature, or any interest therein, without limit as to amount or
value, reasonably necessary or convenient for effecting or furthering any or all
of the purposes and powers of the Corporation. To purchase, lease or otherwise
acquire, in whole or in part, as a going concern or otherwise, the business,
good-will, rights, franchises, stocks, bonds or other securities issued by, and
the property of every kind, and assume the whole or any part of the liabilities
of, any person, firm, association or Corporation engaged in or authorized to
conduct any business identical with or similar to any business authorized to be
conducted by this Corporation or owning property necessary or suitable for its
purposes, and to exercise all powers necessary or incidental to the conduct of
such business. To hold, own, use, manage, operate, improve, lease, license,
mortgage, sell, dispose of or otherwise turn to account or deal with all or any
part of the property of the Corporation or any interest therein.
Insofar as may be permitted by law, to borrow money or otherwise incur
indebtedness or liability for effecting any of its corporate purposes or powers;
to make, accept, indorse, execute and issue promissory notes, bills of exchange,
bonds, debentures
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or other obligations from time to time, for the purchase of property, or for
effecting any of its corporate purposes or powers; and, if deemed proper, to
secure the payment of any such obligations by mortgage, pledge, deed of trust,
or other hypothecation of any or all of the property of the Corporation. Insofar
as may be permitted by law, to purchase, or otherwise acquire shares of its
capital stock or its bonds, debentures or other obligations and to hold,
reissue, resell, exchange, mortgage, pledge hypothecate, dispose of, cancel,
retire or redeem the same.
Insofar as may be permitted by law, to enter into, make, perform and carry
out contracts of any kind with, and to act as agent for, any person, firm,
association or corporation, whether private, public, quasi-public or municipal,
or body politic, whether foreign or domestic, and with and for any domestic or
foreign state or government or territory or colony thereof. To conduct its
business in all branches, so far as permitted by law, in the Commonwealth of
Massachusetts, and in any other commonwealth or state in or of the United
States, and in any Territory, district, dependency, colony or possession
thereof, and in any foreign country, and to maintain offices and agencies in any
part of the world, either within or without the Commonwealth of Massachusetts,
and to purchase, hold, mortgage, convey, lease, sell or otherwise dispose of and
deal with real and personal property in any such place or places.
In furtherance and not in limitation of these purposes and powers, to do
any and all things and exercise any and all powers necessary, convenient or
advisable to accomplish one or more of the purposes of the Corporation, or which
shall at any time appear to be for the benefit of the Corporation in connection
therewith, which may now or hereafter be lawful for the Corporation to do or
exercise under and in pursuance of the laws of the Commonwealth of
Massachusetts, but in no way to carry on the business of a real estate
corporation as provided in G.L. Ch. 56-S.7.
To guarantee loans and other obligations of any person, firm or
corporation, in which the Corporation has a financial interest.
The total capital stock to be authorized is as follows:
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WITHOUT PAR VALUE WITH PAR VALUE
----------------- --------------
CLASS OF NUMBER OF NUMBER OF PAR VALUE AMOUNT
STOCK SHARES SHARES
- --------------------------------------------------------------------
Preferred None None None None
- --------------------------------------------------------------------
Common 7,500 None None None
- --------------------------------------------------------------------
Restrictions, if any, imposed upon the transfer of shares:
Any stockholder, including the heirs, assigns, executors or administrators
of a deceased stockholder, desiring to sell or transfer any stock owned by him
or them, shall first offer it to the corporation through the Board of Directors,
in the manner following:
He shall notify the directors of his desire to sell or transfer by notice
in writing, which notice shall contain the price at which he is willing to sell
or transfer and the name of one arbitrator. The Directors shall within thirty
(30) days thereafter either accept the offer, or by notice to him in writing
name a second arbitrator, and these two shall name a third. It shall then be
the duty of the arbitrators to ascertain the value of the stock, and if any
arbitrator shall neglect or refuse to appear at any meeting appointed by the
arbitrators, a majority may act in the absence of such arbitrator.
After the acceptance of the offer, or the report of the arbitrators as to
the value of the stock, the directors shall have thirty days within which to
purchase the same at such valuation, but if at the expiration of thirty days,
the corporation shall not have exercised the rights so to purchase, the owner of
the stock shall be at liberty to dispose of the same in any manner he may see
fit.
No shares of stock shall be sold or transferred on the books of the
corporation until these provisions have been complied with, but the Board of
Directors may in any particular instance waive the requirement.
A DESCRIPTION OF THE DIFFERENT CLASSES OF STOCK, IF THERE ARE TO BE TWO OR
MORE CLASSES, AND A STATEMENT OF THE TERMS ON WHICH THEY ARE TO BE CREATED AND
OF THE METHOD OF VOTING THEREON:
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OTHER LAWFUL PROVISIONS, IF ANY, FOR THE CONDUCT AND REGULATION OF THE
BUSINESS OF THE CORPORATION, FOR ITS VOLUNTARY DISSOLUTION, OR FOR LIMITING,
DEFINING, OR REGULATING THE POWERS OF THE CORPORATION, OR OF ITS DIRECTORS OR
STOCKHOLDERS, OR OF ANY CLASS OF STOCKHOLDERS:
[IF SEVEN DAY'S NOTICE IS GIVEN, COMPLETE THE FOLLOWING PARAGRAPH.]
THE FIRST MEETING SHALL BE CALLED BY OF
[IF NOTICE IS WAIVED, FILL IN THE FOLLOWING PARAGRAPH.]
We hereby waive all requirements of the General Laws of Massachusetts for
notice of the first meeting of the incorporators for the purpose of
organization, and appoint the 18th day of January, 1965, at 10:00 o'clock A.M.,
at Room 522, 80 Federal Street, Boston, Massachusetts as the time and place for
holding such first meeting.
The names and residences of the incorporators and the amount of stock
subscribed for by each are as follows:
NAME DOMICIL AMOUNT OF STOCK
FIRST NAME MUST BE ACTUAL PLACE OR RESIDENCE SUBSCRIBED FOR
WRITTEN IN FULL MUST BE GIVEN PREFERRED COMMON
Sylvia M. Sherriff 28 Dow Avenue 0 0
Arlington, Mass.
Lida P. Underhill 56 South Russell Street 0 0
Boston, Mass.
Burton L. Williams 17 Dane Road 0 0
Lexington, Mass.
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John M. Barnes, Jr. 15 Oak Street 0 0
Marblehead, Mass.
IN WITNESS WHEREOF we hereto sign our names, this 18th day of January,
1965.
/s/
---------------------------------------
Sylvia M. Sherriff
/s/
---------------------------------------
Lida P. Underhill
/s/
---------------------------------------
Burton L. Williams
/s/
---------------------------------------
John M. Barnes, Jr.
And we further certify that:
The first meeting of the subscribers to said agreement was held on the 18th
day of January 1965.
The amount of capital stock now to be issued is as follows:
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NUMBER OF SHARES
CLASS OF STOCK WITHOUT PAR VALUE WITH PAR VALUE
- --------------------------------------------------------------------------------
Preferred 0 0
- --------------------------------------------------------------------------------
Common 95 0
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Preferred Common
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TO BE PAID FOR:
IN CASH:
In full 27
By installments
Amount of installment to be paid before commencing
business
IN PROPERTY:
REAL ESTATE
Location
Area
PERSONAL PROPERTY:
Accounts receivable
Notes receivable
Merchandise
Supplies
Securities 68
Machinery
Motor vehicles and trailers
Equipment and tools
Furniture and fixtures
patent rights
Trade-marks
Copyrights
Goodwill
(1)IN SERVICES
(2)IN EXPENSES
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(1) No stock shall be at any time issued unless the cash, so far as due, or the
property, services or expenses for which it was authorized to be issued, has
been actually received or incurred by, or conveyed or rendered to, the
corporation, or is in its possession as surplus; nor shall any note or
evidence of indebtedness, secured or unsecured, of any person to whom stock
is issued, be deemed to be payment therefor; and the president, treasurer
and directors shall be jointly and severally liable to any stockholder of
the corporation for actual damages caused to him by such issue.
(2) SERVICES and EXPENSES: Services must have been rendered and expenses
incurred before stock is issued therefor. State clearly the nature of such
services or expenses and the amount of stock to be issued therefor.
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The name, residence, and post office address of each of the officers of the
corporation is as follows:
NAME DOMICIL POST OFFICE
ACTUAL PLACE OF RESIDENCE ADDRESS
MUST BE GIVEN HOME OR BUSINESS
PRESIDENT Sylvia M. Sherriff 28 Dow Avenue Same
Arlington, Mass.
TREASURER Matthew Lorber 60 Brattle Street Same
Cambridge, Mass.
CLERK Burton L. Williams 17 Dane Road Same
Lexington, Mass.
DIRECTORS Sylvia M. Sherriff 28 Dow Avenue Same
Arlington, Mass.
Lida P. Underhill 56 South Russell St. Same
Boston, Mass.
Burton L. Williams 17 Dane Road Same
Lexington, Mass.
John M. Barnes, Jr. 15 Oak St. Same
Marblehead, Mass.
e. We, bring a majority of the directors of Analog Devices, Inc. do
hereby certify that the provisions of sections eight and nine of Chapter 156
relative to the calling and holding of the first meeting of the corporation, and
the election of a temporary clerk the adoption of by-laws and the election of
officers have been complied with.
f. The final day of the corporation's fiscal year is October 31 and the
date provided in the by-laws for the annual meeting is the third Wednesday of
November.
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IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we hereto sign our
names this 18th day of January, 1965.
/s/ Sylvia M. Sheriff
-----------------------------------
Sylvia M. Sherriff
/s/ Lida P. Underhill
-----------------------------------
Lida P. Underhill
/s/ Burton L. Williams
-----------------------------------
Burton L. Williams
/s/ John M. Barnes, Jr.
-----------------------------------
John M. Barnes, Jr.
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THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156, SECTION 10
=====================================
I hereby certify that, upon an examination of the within-written articles
of organization, duly submitted to me, it appears that the provisions of the
General Laws relative to the organization of corporations have been complied
with, and I hereby approve said articles and cause them to be recorded and filed
when validated.
/s/ Kevin H. White
Secretary of the Commonwealth
TO BE FILED IN BY CORPORATION:
CHARTER TO BE SENT TO
Maloney, Williams, Boser & Doukas
80 Federal Street
Boston, Massachusetts
FILING FEE: 1/20 of 1% of the total amount of the authorized capital stock with
par value, and one cent a share for all authorized shares without par value, but
not less than $75. General Laws, Chapter 156, Section 53.
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FEDERAL IDENTIFICATION
NO. 04-2348234
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
CERTIFICATE OF VOTE OF DIRECTORS INCREASING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
----------------
We, Ray Stata, President, and Paul P. Brountas, Clerk of ANALOG DEVICES,
INC. located at Route 1 Industrial Park, Norwood, Massachusetts 02062 do hereby
certify that at a meeting of the directors of the corporation held on February
6, 1985, the following vote establishing the designating a series of a class of
stock and determining the relative rights and preferences thereof was duly
adopted.
WHEREAS, pursuant to authority expressly vested in the Board of Directors
of the corporation by Article FOURTH of the Articles of Organization of the
corporation, as amended, the Board of Directors, by votes adopted at a meeting
of the Board of Directors held September 11, 1980, authorized the issuance of a
series of preferred stock, $1.00 par value per share, of the corporation,
consisting of 10,000 shares and designated as "Series A Convertible Preferred
Stock" of the corporation; and
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WHEREAS, the Board of Directors has previously increased the authorized
number of shares of Series A Convertible Preferred Stock to 30,000 shares; and
WHEREAS, the Board of Directors of the corporation desires to further
increase the number of shares of Series A Convertible Preferred Stock by an
additional 5,000 shares;
NOW, THEREFORE, it is hereby unanimously
VOTED: That the number of shares of Series A Convertible Preferred Stock
established and authorized for issuance by actions of the Board of
Directors of the corporation on September 11, 1980, October 2, 1981
and December 14, 1983, be and hereby is increased from 30,000 to
35,000 shares, and that the relative rights, preferences, powers,
qualifications, limitations and restrictions on such additional 5,000
shares shall be the same as those established with respect to the
previously-authorized 30,000 shares.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto
signed our names this 6th day of March in the year 1985.
/s/ RAY STATA President
- -------------------------,
Ray Stata
/s/ PAUL P. BROUNTAS Clerk
- -------------------------,
Paul P. Brountas
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THE COMMONWEALTH OF MASSACHUSETTS
CERTIFICATE OF VOTE OF DIRECTORS INCREASING
A SERIES OF A CLASS OF STOCK
(General Laws, Chapter 156B, Section 26)
I hereby approve the within certificate and, the filing fee in the amount
of $75.00 having been paid, said certificate is hereby filed this 7th day of
March, 1985.
/s/ Michael Joseph Connolly
----------------------------------
Michael Joseph Connolly
Secretary of State
TO BE FILED IN BY CORPORATION
PHOTO COPY OF CERTIFICATE TO BE SENT
TO: Mark G. Borden, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
742-9100
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THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS.
FEDERAL IDENTIFICATION
NO.
-------------------
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
The filing fee to accompany this certificate is $50.00. Make check payable
to the Commonwealth of Massachusetts.
----------------
We, Ray Stata, President and Paul P. Brountas, Clerk of
ANALOG DEVICES, INC.
located at Route 1 Industrial Park, Norwood, MA 02062 do hereby certify that at
a meeting of the directors of the corporation held on September 11, 1980, the
following vote establishing and designating a series of a class of stock and
determining the relative rights and preferences thereof was duly adopted.
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ANALOG DEVICES, INC.
Votes of Board of Directors
Creating Series A Convertible Preferred Stock
VOTED: That pursuant to authority expressly vested in the Board of Directors
of the Corporation by Article 4 of the Articles of Organization of the
Corporation, as amended, the Board of Directors hereby authorizes the
issuance of a series of Preferred Stock, $1.00 par value per share, of
the Corporation, consisting of 10,000 shares and designated as "Series
A Convertible Preferred Stock" of the Corporation; and
FURTHER
VOTED: That the relative rights, preferences, powers, qualifications,
limitations and restrictions of the Series A Convertible Preferred
Stock (hereinafter referred to as the "Series A Stock") authorized to
be issued pursuant to the foregoing vote shall be as follows:
1. Dividends. In each fiscal year of the Corporation the
holders of shares of Series A Stock shall be entitled to receive,
before any cash dividends shall be declared and paid upon or set aside
for the Common stock in such fiscal year, when and as declared by the
Board of Directors of the Corporation, out of funds legally available
for that purpose, dividends payable in cash in an amount per share for
such fiscal year at least equal to the per share amount, if any, of
any cash dividend for the Common Stock during such fiscal year. All
dividends declared upon Series A Stock shall be declared pro rata per
share.
2. Liquidation, Dissolution or Winding Up. In the event of any
liquidation, dissolution or winding up of the Corporation, the holders
of shares of Series A Stock then outstanding shall, unless they elect
to convert their Series A Stock into Common Stock as set forth in
Section 4(d) hereof, be entitled to be paid out of the assets of the
Corporation available for distribution to its stockholders, whether
from capital, surplus or earnings, before any payment shall be made to
the holders of any stock ranking on liquidation junior
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to the Series A Stock (with respect to rights on liquidation,
dissolution or winding up, the Series A Stock shall rank prior to the
Common Stock) an amount equal to One Thousand Dollars ($1,000) per
share. If upon any liquidation, dissolution or winding up of the
Corporation the assets of the Corporation available for the
distribution to its stockholders shall be insufficient to pay the
holders of shares of Series A Stock the full amounts to which they
respectively shall be entitled, the holders of shares of Series A
Stock and any class of stock ranking on liquidation on a parity with
the Series A Stock shall share ratably in any distribution of assets
according to the respective amounts which would be payable in respect
of the shares held by them upon such distribution if all amounts
payable on or with respect to said shares were paid in full. The
merger or consolidation of the Corporation into or with another
corporation, the merger or consolidation of any other corporation into
or with the Corporation, or the sale, transfer, mortgage, pledge or
lease of all or substantially all the assets of the Corporation shall
not be deemed to be a liquidation, dissolution or winding up of the
Corporation.
3. Voting. The shares of Series A Stock shall have no voting
rights or power and the holders of such shares shall not be entitled
to vote such shares upon or in respect of any matter submitted to
stockholders for vote or action, except (a) as otherwise required by
law and (b) that the affirmative vote or consent of the holders of
sixty-six and two-thirds percent (66-2/3%) of the shares of
outstanding Series A Stock shall be required to authorize any issuance
of Common Stock or securities convertible into shares of Common Stock
by the Corporation in a transaction or series of related transactions
designed to increase the Corporation's equity ownership in an entity
(or the assets of an entity) in which the Corporation's initial
investment was funded with the proceeds of the sale of shares of
Series A Stock and such issuance increases the number of outstanding
shares of Common Stock on a fully converted basis (treating as
outstanding for this purpose all common stock equivalents determined
in accordance with generally accepted accounting principles) by two
percent (2%) or more. If any matter is to be submitted to the vote or
consent of the holders of Series A Stock pursuant to the provisions of
this Section 3, the
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Corporation shall provide such holders with not less than ten (10)
days' prior written notice thereof and each share of Series A Stock
shall be entitled to one vote (in person or by proxy) with respect to
such matter, voting in the manner provided for in the By-laws of the
Corporation.
4. Conversion.
(a) Shares of Series A Stock may be converted, at the
option of the holder thereof, in the manner hereinafter provided, into
fully paid and non-assessable shares of Common Stock of the
Corporation, at any time during the one-year period (the "Conversion
Period") commencing (i) on the day ("Conversion Date") which is five
(5) years from the date of issue of such shares of Series A Stock by
the Corporation ("Issue Date") and ending (ii) on the day ("Expiration
Date") which is six (6) years from the Issue Date of such shares of
Series A Stock. If any holder of such shares does not elect to
convert such shares at any time during the Conversion Period, such
shares shall automatically, without any action on the part of the
holder thereof, be converted into shares of Common Stock of the
Corporation on the Expiration Date for such shares of Series A Stock.
The Series A Stock shall be converted into Common Stock of the
Corporation during the Conversion Period, whether such conversion is
voluntary or involuntary, by the Corporation's issuance of that number
of shares of Common Stock determined by multiplying the number of
shares of Series A Stock then being converted by a fraction of which
the numerator shall be $2,000 and the denominator shall be the greater
of (x) the fair market value per share of Common Stock on the
Conversion Date or (y) one and one-half (1-1/2) times the book value
per share of Common Stock, as such book value per share is shown on
the balance sheet of the Corporation as of the end of the fiscal
quarter immediately preceding the Conversion Date. For the purpose
hereof, "fair market value per share" shall mean the average closing
price per share of the Common stock of the Corporation on the New York
Stock Exchange Composite Tape for the sixty (60) day period ending ten
(10) days prior to the Conversion Date; provided, however, that if the
Common Stock of the Corporation is not then listed on the New York
Stock Exchange such fair
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market value shall be the average of the mean between the closing bid
and asked prices of the Common Stock of the Corporation for such
60-day period in the over-the-counter market or, if such shares are
not then traded in the over-the-counter market or any other national
securities exchange, such fair market value shall be determined by the
Board of Directors of the Corporation.
(b) In case of any consolidation of the corporation with,
or merger of the Corporation into, another corporation (other than a
consolidation or merger in which the Corporation is the continuing
corporation) or in case of any sale or conveyance to another
corporation of the assets of the Corporation as an entirety or
substantially as an entirety, which shall occur while any shares of
Series A Stock are outstanding, each share of Series A Stock shall
automatically, without any action on the part of the holder thereof,
be converted into Common Stock, immediately prior to or
contemporaneously with such consolidation, merger, sale or conveyance,
and the holders of Series A Stock shall thereafter be entitled to
receive, together with all other holders of Common Stock, the kind and
amount of shares of stock and other securities and property receivable
upon such consolidation, merger, sale or conveyance by the holders of
Common Stock. The conversion of Series A Stock for purposes of this
paragraph (b) shall be effected by the Corporation's issuance of that
number of shares of Common Stock determined by multiplying the number
of shares of Series A Stock then being converted by a fraction of
which the numerator shall be the sum of $1,000 plus the product of (x)
$16.66 2/3 multiplied by (y) the number of months (but not in excess
of sixty (60) months in the aggregate) which elapse during the period
commencing with the Issue Date and ending as of the end of the month
immediately preceding the date of such consolidation, merger, sale or
conveyance, and the denominator shall be the average closing price per
share of the Common Stock of the Corporation on the New York Stock
Exchange Composite Tape for the sixty (60) day period ending thirty
(30) days prior to the date that the Corporation shall have first
publicly announced the proposed consolidation, merger, sale or
conveyance; provided, however, that if the Common Stock of the
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Corporation is not then listed on the New York Stock Exchange, such
per share price shall be determined, on the basis of such 60-day
period, as set forth in Section 4(a) hereof.
(c) In case any person shall make a tender offer to
purchase at least fifty-one percent (51%) of the then outstanding
shares of Common Stock of the Corporation ("Tender Offer") at any time
while Series A Stock is outstanding, each holder of shares of Series A
Stock shall have the right, at his election, to convert such shares
into Common Stock of the Corporation during the period commencing with
the first public announcement of the Tender Offer ("Offer Date") and
ending on the date of expiration of the Tender Offer. If any holder
elects to so convert his Series A Stock pursuant to this paragraph
(c), the conversion shall be effected by the Corporation's issuance of
that number of shares of Common Stock determined by multiplying the
number of shares of Series A Stock then being converted by a fraction
of which the numerator shall be the sum of $1,000 plus the product of
(x) $16.66 2/3 multiplied by (y) the number of months (but not in
excess of sixty (60) months in the aggregate) which elapse during the
period commencing with the Issue Date and ending as of the end of the
month immediately preceding the Offer Date, and the denominator shall
be the average closing price per share of the Common Stock of the
Corporation on the new York Stock Exchange Composite Tape for the
sixty (60) day period ending thirty (30) days prior to the Offer Date;
provided, however, that if the Common Stock of the Corporation is not
then listed on the New York Stock Exchange, such per share price shall
be determined, on the basis of such 60-day period, as set forth in
Section 4(a) hereof.
(d) In case of any liquidation, dissolution or winding up
of the Corporation ("liquidation"), whether voluntary or involuntary,
in lieu of the right to receive the payments specified in Section 2
hereof, the holders of shares of Series A Stock then outstanding shall
have the right to convert the Series A Stock into Common Stock, up to
and until the close of business on the full business day next
preceding the date fixed for the liquidation of the Corporation, the
conversion thereof to be effected by the Corporation's issuance of
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that number of shares of Common Stock of the Corporation determined by
multiplying the number of shares of Series A Stock then being
converted by a fraction of which the numerator shall be the sum of
$1,000 plus the product of (x) $16.66 2/3 multiplied by (y) the number
of months (but not in excess of 60 months in the aggregate) which
elapse during the period commencing with the Issue Date and ending as
of the end of the month immediately preceding the date of such
liquidation, and the denominator shall be the amount (or value if
other than cash) per share of Common Stock to be distributed to the
holders of Common Stock in liquidation of the Corporation.
(e) The Corporation shall not issue fractions of shares of
Common Stock upon conversion of Series A Stock or scrip in lieu
thereof. If any fraction of a share of Common Stock would, except for
the provisions of this paragraph (e), be issuable upon conversion of
Series A Stock, the Corporation shall in lieu thereof pay to the
person entitled thereto an amount in cash equal to the current value
of such fraction, calculated to the nearest one-thousandth (1/1000) of
a share, to be computed (i) if the Common Stock is listed on any
national securities exchange on the basis of the last sales price of
the Common Stock on such exchange (or the quoted closing bid price if
there shall have been no sales) on the Conversion Date (or Merger
Date, Offer Date or date of liquidation, as the case may be), or (ii)
if the Common Stock shall not be so listed, on the basis of the mean
between the closing bid and asked prices for the Common Stock on the
Conversion Date (or Merger Date, Offer Date or date of liquidation, as
the case may be) as reported by NASDAQ, or its successor, and if there
are no such closing bid and asked prices, on the basis of the fair
market value per share as determined by the Board of Directors of the
Corporation.
(f) In order to exercise the conversion privilege, the
holder of any Series A Stock to be converted shall surrender his or
its certificate or certificates therefor to the principal office of
the transfer agent for the Series A Stock (or if no transfer agent be
at the time appointed, then to the Corporation at its principal
office), and shall give written notice to the Corporation at such
office that the holder elects
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to convert the Series A Stock represented by such certificates. Such
notice shall also state the name or names (with address) in which the
certificate or certificates for shares of Common Stock which shall be
issuable on such conversion shall be issued. As soon as practicable
after receipt of such notice and the surrender of the certificate or
certificates for Series A Stock as aforesaid, the Corporation shall
cause to be issued and delivered at such office to such holder, or on
his or its written order, a certificate or certificates for the number
of full shares of Common Stock issuable on such conversion in
accordance with the provisions hereof and cash as provided in
paragraph (e) hereof in respect of any fraction of a share of Common
Stock otherwise issuable upon such conversion.
(g) On the date that any conversion takes effect hereunder,
all shares of Series A Stock then to be converted shall cease to have
any rights with respect to such stock, and the sole rights of the
holders of such stock shall be with respect to the Common Stock into
which such shares have been so converted. Each holder of an
outstanding certificate of Series A Stock which, prior to conversion
represented shares of Series A Stock, shall be entitled to receive
therefor, on and after the date that any such conversion takes effect,
a certificate or certificates representing the number of shares of
Common Stock into which such shares shall have been converted, upon
surrender of such certificate or certificates to such agent or agents
as may be appointed by the Corporation. If so required by the
Corporation, certificates surrendered for conversion shall be endorsed
or accompanied by a written instrument or instruments of transfer in
form satisfactory to the Corporation, duly executed by the registered
holder or by his attorney duly authorized in writing. All
certificates evidencing shares of Series A Stock which are required to
be surrendered for conversion in accordance with the provisions hereof
shall, from and after the date such certificates are so required to be
surrendered, be deemed to have been retired and cancelled and the
shares of Series A Stock represented thereby converted into Common
Stock for all purposes, notwithstanding the failure of the owner or
owners thereof to surrender such certificates on or prior to said
date.
2G
22
(h) In case:
(i) of any consolidation or merger to which the
Corporation is a party and for which approval of any stockholders of
the Corporation is required, or of the sale or transfer of all or
substantially all of the assets of the Corporation; or
(ii) of the involuntary or voluntary dissolution,
liquidation or winding up of the Corporation;
then the Corporation shall cause to be filed at the office of the
transfer agent of the Series A Stock and shall cause to be mailed to
the holders of the Series A Stock, at their last addresses as they
shall appear upon the record of such transfer agent at least twenty
(20) days before the date specified herein below, a notice stating the
date on which such consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such consolidation,
merger, sale, transfer, dissolution, liquidation or winding up.
(i) The Corporation shall use its best efforts, at all
times when the Series A Stock shall be outstanding, to reserve and
keep available out of its authorized but unissued stock, for the
purpose of effecting the conversion of the Series A Stock, such number
of its duly authorized shares of Common Stock as shall from time to
time be sufficient to effect the conversion of all outstanding Series
A Stock. Before taking any action which would cause an adjustment
reducing the conversion price below the then par value of the shares
of Common Stock issuable upon conversion of the Series A Stock, the
Corporation will take any corporate action which may, in the opinion
of its counsel, be necessary in order that the Corporation may validly
and legally issue fully paid and non-assessable shares of such Common
Stock at such adjusted conversion price.
2H
23
(j) Upon any such conversion, no adjustment shall be made
for accrued and unpaid dividends on the Series A Stock surrendered for
conversion or on the Common Stock delivered.
(k) All shares of Series A Stock which shall have been
surrendered for conversion as herein provided shall no longer be
deemed to be outstanding and all rights with respect to such shares,
including the rights, if any, to receive notices and to vote, shall
forthwith cease and terminate except only the right of the holders
thereof to receive Common Stock in exchange therefor. Any shares of
Series A Stock so converted shall be retired and cancelled and shall
not be reissued, and the Corporation may from time to time take such
appropriate action as may be necessary to reduce the authorized Series
Stock accordingly.
5. Definitions. The term "Common Stock" shall be deemed to
refer to the Common Stock, $.16 2/3 par value per share, authorized by
the Articles of Organization of the Corporation, as amended and in
effect on the date hereof, and to any additional share of stock of any
class of the Corporation other than preferred stock with a fixed limit
on dividends and a fixed amount payable in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the
Corporation.
FURTHER
VOTED: That the President or any Vice Present and the Clerk or an Assistant
Clerk be and hereby are authorized to execute, on behalf of the
Corporation and under its corporate seal, a certificate setting forth
a copy of the foregoing votes, and to cause such certificate to be
filed with Secretary of State of the Commonwealth of Massachusetts all
in accordance with the provisions of the Business Corporation Law of
the Commonwealth of Massachusetts.
2I
24
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 14th day of October in the year 1980.
/s/ Ray Stata President
- ------------------------------,
/s/ Paul P. Brountas Clerk
- ------------------------------,
2J
25
THE COMMONWEALTH OF MASSACHUSETTS
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
(General Laws, Chapter 156B, Section 26)
I hereby approve the within certificate and, the
filing fee in the amount of $50.00
having been paid, said certificate is hereby filed this 16th of October,
1980.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of the Commonwealth
of Massachusetts
State House, Boston, Mass.
TO BE FILED IN BY CORPORATION
PHOTO COPY OF CERTIFICATE TO BE SENT
TO:
Paul Brountas
Hale and Dorr
60 State Street
Boston, MA 02109
Copy Mailed Oct. 20, 1980
26
THE COMMONWEALTH OF MASSACHUSETTS
Secretary of the Commonwealth
State House, Boston, Mass.
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, SECTION 82
This certificate must be submitted to the Secretary of the Commonwealth within
sixty days after the meeting of the board of directors at which the merger is
voted. The fee for filing this certificate is prescribed by General laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Ray S. Stata and Paul P. Brountas, President and Clerk of Analog
Devices, Inc. organized under the laws of Massachusetts and herein called the
parent corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent
corporations is as follows:
State of Date of
Name Organization Organization
Resistor Products, Inc. Massachusetts 12/4/72
2. That the parent corporation owns at least ninety per cent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.
4. That at a meeting of the directors of the parent corporation held on
January 26, 1973, the following vote pursuant to subsection (a) of General Laws,
Chapter 156B, Section 62, was duly adopted:
27
VOTED: That Resistor Products, Inc., a wholly owned subsidiary of this
corporation, be merged with and into this corporation and that
following such merger, this corporation shall be the surviving
corporation.
FURTHER
VOTED: That the effective date of such merger shall be February 5, 1973
and on that date all of the property, real, personal and mixed,
and the rights, privileges and franchises of said Resistor
Products, Inc., subject, however, to all of the liabilities and
obligations (including taxes) of Resistor Products, Inc. and the
rights of creditors and Resistor Products, Inc., for which this
corporation shall be liable in the same manner and to the same
extent as if it had itself incurred such liabilities and
obligations.
FURTHER
VOTED: That the President and Clerk of this Corporation, and each of
them acting singly, be and hereby is authorized to execute and
deliver, in the name and on behalf of this corporation, any and
all documents and instruments required, or incidental, to
effectuate and implement the merger of Resistor Products, Inc.
into this corporation in such form as the officer so acting may
deem necessary and advisable.
5. The effective date of the merger as specified in the vote set out
under Paragraph 4 is February 5, 1973.
IN WITNESS WHEREOF and the penalties of perjury we have hereto signed our
names this 1st day of February, 1973.
/s/ Ray Stata President
---------------------
Ray S. Stata
/s/ Paul P. Brountas Clerk
---------------------
Paul P. Brountas
-2-
28
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and subsidiary
corporation and, the filing fee in the amount of $100.00 having been paid, said
articles are deemed to have been filed with me this 5th day of February, 1973.
/s/ John F.X. Davoren
-------------------------------------
Secretary of the Commonwealth
State House, Boston, Mass.
Atty John E. Ryan
Hale and Dorr
28 State St.
Boston, Mass. 02109
February 14, 1973
29
THE COMMONWEALTH OF MASSACHUSETTS
FEDERAL
IDENTIFICATION
MICHAEL JOSEPH CONNOLLY NO. 04-2348234
Secretary of State
ONE ASHBURTON PLACE FEDERAL
BOSTON, MASS. 02108 IDENTIFICATION
NO. 87-0366029
ARTICLES OF MERGER
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 79
The fee for filing this certificate is prescribed by
General Laws, Chapter 156B, Section 114.
Make checks payable to the Commonwealth of Massachusetts.
* * * *
MERGER OF M Signal Processing Circuits, Inc., a
Delaware Corporation, and
S Analog Devices, Inc., a
Massachusetts Corporation
the constituent corporations
into Analog Devices, Inc.
one of the constituent corporations organized under the laws of Massachusetts as
specified in the agreement referred to in Paragraph 1 below.
The undersigned officers of each of the constituent corporations certify
under the penalties of perjury as follows:
1. An agreement of merger has been duly adopted in compliance with the
requirements of subsections (b) and (c) of General Laws, Chapter 156B, Section
79, and will be kept as provided by subsection (c) thereof. The surviving
corporation will furnish a copy of said agreement to any of its stockholders, or
to any person who was a stockholder of any constituent corporation, upon written
request and without charge.
30
2. The effective date of the merger determined pursuant to the agreement
referred to in paragraph 1 shall be October 31, 1983.
3. (For a merger)
The following amendments to the articles of organization of the
SURVIVING corporation have been affected pursuant to the agreement of
merger referred to in paragraph 1:
NONE
4. (This paragraph 4 may be deleted if the surviving corporation is
organized under the laws of a state other than Massachusetts.)
The following information shall not for any purpose be treated as a permanent
part of the articles of organization of the surviving corporation:
(a) The post office address of the initial principal office of the
surviving corporation in Massachusetts is: Route 1 Industrial Park, Norwood,
Massachusetts 02062
(b) The name, residence and post office address of each of the initial
directors and President, Treasurer and Clerk of the surviving corporation is as
follows:
Post Office
Name Residence Address
President Ray Stata 80 Sears Road Same
Brookline, MA 02146
Treasurer James R.F. Kunkemueller 2 Raleigh Road Same
Dover, MA 02030
Clerk Paul P. Brountas 22 Conant Rd. Same
Weston, MA 02193
Directors SEE ATTACHMENT 4(b)
(c) The date initially adopted on which the fiscal year of the surviving
corporation ends is: Saturday closest to last day of October
-2-
31
(d) The date initially fixed in the by-laws for the Annual Meeting of
stockholder of the surviving corporation is: 2nd Tuesday in March
-3-
32
Attachment 4(b)
Directors
Name Residence Post Office Address
- ---- --------- -------------------
Ray Stata 80 Sears Road Same
Brookline, MA 02146
Philip L. Lowe 330 Beacon Street Same
Boston, MA 02116
Gordon C. McKeague 20332 Arcadia Drive Same
Olympia Fields, IL 60461
Matthew Lorber 180 Beacon Street Same
Boston, MA 02116
Joel Moses 5 Bryant Road Same
Lexington, MA 02173
-4-
33
FOR MASSACHUSETTS CORPORATIONS
The undersigned President, Vice President and Clerk, Assistant Clerk of
Analog Devices, Inc., a corporation organized under the laws of Massachusetts
further state under the penalties of perjury that the agreement of merger
referred to in paragraph 1 has been duly executed on behalf of such corporation
and duly approved in the manner required by General Laws, Chapter 156B, Section
79.
/s/ Joseph M. Hinchey Vice President
------------------------------
/s/ James R.F. Kunkemueller Assistant Clerk
------------------------------
FOR CORPORATIONS ORGANIZED OTHER THAN IN MASSACHUSETTS
The undersigned President and Secretary/Treasurer of Signal Processing
Circuits, Inc. a corporation organized under the laws of Delaware further state
under the penalties of perjury that the agreement of consolidation merger
referred to in paragraph 1, has been duly adopted by such corporation in the
manner required by the laws of Delaware.
/s/ John W. Hansen President
-------------------------
/s/ Secretary/Treasurer
-------------------------
-5-
34
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER
(General Laws, Chapter 156B, Section 79)
I hereby approve the within articles of consolidation/merger and, the
filing fee in the amount of $200,000 having been paid, said articles are deemed
to have been filed with me this 31st day of October, 1983.
Effective Date
/s/ MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Articles of Merger To Be Sent
TO: Philip J. Flink, Esq.
Hale and Dorr
60 State Street
Boston, Massachusetts 02109
Telephone: 742-9100
Copy Mailed
-6-
35
THE COMMONWEALTH OF MASSACHUSETTS
Kevin H. White
Secretary of the Commonwealth
State House, Boston, Mass.
ISSUE OF CAPITAL STOCK
This certificate must be submitted to the Secretary of the Commonwealth within
thirty days after the date of the vote of the directors, in accordance with
General Laws, Chapter 156, Section 16.
The filing fee to accompany this Certificate is $25.00. Make check payable to
THE COMMONWEALTH OF MASSACHUSETTS.
----------------
We, Sylvia M. Sherriff, President, Matthew Lorber, Treasurer
Sylvia M. Sherriff, Lida P. Underhill, John M. Barnes, Jr. and Burton L.
Williams, being a majority of the directors of ANALOG DEVICES, INC.
located at 221 Fifth Street, Cambridge, Massachusetts in compliance with the
provision of General Laws, Chapter 156, Section 16, do hereby certify that at a
meeting of the stockholders of the corporation held on March 10, 1965 it was
voted to issue five shares of Class A Common and one hundred shares of Class B
Common shares without par value of its authorized capital stock, this amount
being in addition to amounts previously issued and the certificates therefor
filed in the office of the Secretary of the Commonwealth; and that
( None shares preferred
The total amount of capital stock ( None shares common
authorized is (7,500 common shares without
(3750a and 3750b) ( par value
( None shares preferred
The amount of capital stock already( None shares common
issued for cash payable by ( None shares without par
installments is ( value
36
($ None paid on preferred stock
The amount paid thereon is ($ None paid on common stock
$ ($ None paid on shares without
--------------- ( par value
( None shares preferred
The amount of fully paid stock ( None shares common
already issued for cash is ( 27 common a shares without
( par value
( None shares preferred
for property is ( None shares common
( 68 common a shares without
par value
( None shares preferred
for services and expenses is ( None shares common
( None shares without par value
We further certify that the amount of additional capital stock to be issued for
cash, property, services, or expenses is:
WITH PAR VALUE ( None shares preferred
( None
$ ( None shares common
---------------
Amount of additional issue (
( None shares preferred
WITHOUT PAR VALUE (
( 105 shares common
- -------------------------------------------------------------------------------
TO BE PAID FOR: PREFERRED COMMON
IN CASH:
In full.................................. 27
By installments..........................
Amount of first installment..............
IN PROPERTY:
REAL ESTATE:
Location...............................
Area...................................
-2-
37
PERSONAL PROPERTY:
Accounts receivable....................
Notes receivable.......................
Merchandise............................
Supplies...............................
Securities............................. 78
Machinery..............................
Motor vehicles and trailers............
Equipment and tools....................
Furniture and fixtures.................
Patent rights..........................
Trade-marks............................
Copyrights.............................
Goodwill...............................
Stock Dividend ........................
(Show Balance Sheet on Page 3)
(2)IN SERVICES................................
(2)IN EXPENSES................................
- --------------------------------------------------------------------------------
(1) No stock shall be at any time issued unless the cash, so far as due, or the
property, services or expenses for which it was authorized to be issued, has
been actually received or incurred by, or conveyed or rendered to, the
corporation, or is in its possession as surplus; nor shall any note or
evidence of indebtedness, secured or unsecured, of any person to whom stock
is issued, be deemed to be payment therefor; and the president, treasurer
and directors shall be jointly and severally liable to any stockholder of
the corporation for actual damages caused to him by such issue.
(2) SERVICES AND EXPENSES: Services must have been rendered and expenses
incurred before stock is issued therefor. State clearly the nature of such
services or expenses and the amount of stock to be issued therefor.
-3-
38
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names, this tenth day of March in the year 1965.
/s/ Sylvia M. Sherriff
--------------------------------
Sylvia M. Sherriff
/s/ Matthew Lorber
---------------------------------
Matthew Lorber
/s/ Lida P. Underhill
---------------------------------
Lida P. Underhill
/s/ John M. Barnes, Jr.
---------------------------------
John M. Barnes, Jr.
/s/ Burton L. Williams
---------------------------------
Burton L. Williams
-4-
39
THE COMMONWEALTH OF MASSACHUSETTS
ISSUE OF CAPITAL STOCK
GENERAL LAWS, CHAPTER 156, SECTION 16
I hereby and herewith approve and file the within certificate this tenth day of
March 1965.
/s/ Kevin H. White
Secretary of the Commonwealth
-5-
40
THE COMMONWEALTH OF MASSACHUSETTS
DEPARTMENT OF CORPORATION AND TAXATION
240 State House, Boston 33, Mass.
ISSUE OF CAPITAL STOCK
This certificate must be submitted to the Commissioner of Corporation and
Taxation within thirty days after the date of the vote of the directors, in
accordance with General Laws, Chapter 156, Section 16.
The filing fee to accompany this Certificate is $25.00. Make check payable to
THE COMMONWEALTH OF MASSACHUSETTS.
----------------
We, MATTHEW LORBER, President, RAYMOND STATA, Treasurer
MATTHEW LORBER
RAYMOND STATA
SYLVIA M. SHERRIFF
being a majority of the directors of
ANALOG DEVICES, INC.
located at 221 Fifth Street, Cambridge, Massachusetts in compliance with the
provision of General Laws, Chapter 156, Section 16, do hereby certify that at a
meeting of the directors of the directors of the corporation held on the
twenty-fourth day of March, 1965 it was voted to issue 7 Class A Common and
dollars and 7 Class B Common shares without par value of its authorized capital
stock, this amount being in addition to amounts previously issued and the
certificates therefor filed in the office of the Secretary of the Commonwealth;
and that
( None shares preferred
The total amount of capital stock ( None shares common
authorized is (7,500 shares without
par value)
41
( None shares preferred
The amount of capital stock already( None shares common
issued for cash payable by ( None shares without par
installments is ( value
($ None paid on preferred stock
The amount paid thereon is ($ None paid on common stock
$ ($ None paid on shares without
--------------- ( par value
( None shares preferred
The amount of fully paid stock ( None shares common
already issued for cash is ( 54 common shares without
( par value
( None shares preferred
for property is ( None shares common
( 146 common shares without
par value
( None shares preferred
for services and expenses is ( None shares common
( None shares without par value
We further certify that the amount of additional capital stock to
be issued for cash, property, services, or expenses is:
WITH PAR VALUE ( None shares preferred
( None
$ ( None shares common
---------------
Amount of additional issue (
( None shares preferred
WITHOUT PAR VALUE (
( 14 shares common
- -------------------------------------------------------------------------------
TO BE PAID FOR: PREFERRED COMMON
--------- ------
IN CASH:
In full..................................
By installments..........................
Amount of first installment..............
-2-
42
IN PROPERTY:
REAL ESTATE:
Location...............................
Area...................................
PERSONAL PROPERTY:
Accounts receivable....................
Notes receivable.......................
Merchandise............................
Supplies...............................
Securities.............................
Machinery..............................
Motor vehicles and trailers............
Equipment and tools....................
Furniture and fixtures.................
Patent rights..........................
Trade-marks............................
Copyrights.............................
Goodwill...............................
Stock Dividend ........................
(Show Balance Sheet on Page 3)
(2)IN SERVICES for consulting services in
the amount of $5,185.32........ 14
(2)N EXPENSES.................................
- --------------------------------------------------------------------------------
(1) No stock shall be at any time issued unless the cash, so far as due, or the
property, services or expenses for which it was authorized to be issued, has
been actually received or incurred by, or conveyed or rendered to, the
corporation, or is in its possession as surplus; nor shall any note or
evidence of indebtedness, secured or unsecured, of any person to whom stock
is issued, be deemed to be payment therefor; and the president, treasurer
and directors shall be jointly and severally liable to any stockholder of
the corporation for actual damages caused to him by such issue.
(2) SERVICES AND EXPENSES: Services must have been rendered and expenses
incurred before stock is issued therefor. State clearly the nature of such
services or expenses and the amount of stock to be issued therefor.
-3-
43
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names, this twenty-fourth day of March in the year 1965.
/s/ Matthew Lorber
-------------------------------------
Matthew Lorber
/s/ Ray Stata
-------------------------------------
Ray Stata
/s/ Sylvia M. Sherriff
-------------------------------------
Sylvia M. Sherriff
-4-
44
THE COMMONWEALTH OF MASSACHUSETTS
WRITE NOTHING BELOW
Analog Devices, Inc.
ISSUE OF CAPITAL STOCK
GENERAL LAWS, CHAPTER 156, SECTION 16
Filed in the office of the Secretary of the Commonwealth
Kevin H. White
----------------
I hereby approve the within certificate, this 6th day of April, 1965
/s/ Kevin H. White
Secretary of State
45
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
FEDERAL IDENTIFICATION
NO.
------------------
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Ray Stata , President and
Paul P. Brountas , Clerk of
Analog Devices, Inc.
located at Route 1 Industrial Park, Norwood, MA do hereby certify that the
following amendment to the articles or organization of the corporation was duly
adopted at a meeting held on March 10, 1981, by vote of 4,625,863 shares of
Common Stock out of 6,850,507 shares outstanding, being at least a majority of
each class outstanding and entitled to vote thereon.
See Vote on Page 2
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
( 500,000 shares preferred) with
(10,000,000 shares common ) par
The total amount of capital ( ) value
stock already authorized is
( shares preferred) without
----------
( shares common ) par
----------
( ) value
46
( shares preferred) with
----------
(20,000,000 shares common ) par
The amount of additional ( ) value
capital stock authorized is
( shares preferred) without
----------
( shares common ) par
----------
( ) value
VOTED: To amend the Articles of Organization of the corporation, as
amended, to increase the authorized Common Stock, $.16 2/3 par
value per share, of the corporation from 10,000,000 shares to
30,000,000 shares, so that after the effective date of such
amendment the total number of authorized shares of Common Stock,
$.16 2/3 par value per share, of the corporation shall be
30,000,000 shares.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this tenth (10th) day of March, in the year 1981.
/s/ Ray Stata President
-------------------------
/s/ Paul P. Brountas Clerk
--------------------------
-2-
47
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $10,000.00
having been paid, said articles are deemed to have
been filed with me this 16th
day of March, 1981.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO: Mark G. Borden
Hale and Dorr
60 State Street
Boston, MA 02109
Telephone: 742-9100
Copy mailed March ___, 1981
48
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY
Secretary
FEDERAL IDENTIFICATION
NO. 04-2348234
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Ray Stata, President and Paul P. Brountas, Clerk of Analog Devices, Inc.
located at Route 1 Industrial Park, Norwood, Massachusetts do hereby certify
that the following amendment to the articles of organization of the corporation
was duly adopted at a meeting held on March 13, 1984, by vote of
14,579,305 shares of Common Stock out of 18,875,482 shares outstanding, being at
least a majority of each class outstanding and entitled to vote thereon.
See Vote on Page 2
TO CHANGE the number of shares and the par value, if any, of each class of stock
within the corporation fill in the following:
The total presently authorized is:
49
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- -------------------------------------------------------------------------------
COMMON 30,000,000 $.16 2/3
- -------------------------------------------------------------------------------
PREFERRED 500,000 $1.00
- -------------------------------------------------------------------------------
CHANGE the total to:
NO PAR VALUE WITH PAR VALUE PAR
KIND OF STOCK NUMBER OF SHARES NUMBER OF SHARES VALUE
- -------------------------------------------------------------------------------
COMMON 100,000,000 $.16 2/3
- -------------------------------------------------------------------------------
PREFERRED 500,000 $1.00
- -------------------------------------------------------------------------------
VOTED: To amend the Articles of Organization of the corporation, as
amended, to increase the authorized Common Stock, $.16 2/3 par
value per share, of the corporation from 30,000,000 shares to
100,000,000 shares, so that after the effective date of such
amendment the total number of authorized shares of Common Stock,
$.16 2/3 par value per share, of the corporation shall be
100,000,000 shares.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 20th day of March, in the year 1984.
/s/ Ray Stata President
------------------------
/s/ Paul P. Brountas Clerk
------------------------
-2-
50
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment
and, the filing fee in the amount of $35,000.00
having been paid, said articles are deemed to have
been filed with me this 21st
day of March, 1984.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO: Mark G. Borden
Hale and Dorr
60 State Street
Boston, MA 02109
Telephone: 742-9100
Copy mailed
51
THE COMMONWEALTH OF MASSACHUSETTS
JOHN F. X. DAVOREN
SECRETARY OF THE COMMONWEALTH
STATE HOUSE, BOSTON, MASS.
RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 74
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
restated articles or organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114. Make check payable to
the Commonwealth of Massachusetts.
We, Matthew Lorber, President and J. Barry Morrissey, Assistant clerk of
ANALOG DEVICES, INC.
located at 241 Binney Street, Cambridge, Massachusetts do hereby certify that
the following restatement of the articles of organization of the corporation was
duly adopted by unanimous consent on October 29, 1968, by vote of 170 shares of
Class A Common out of 170 shares outstanding, and 166 shares of Class B Common
Stock out of 166 shares outstanding being at least two-thirds of each class of
stock outstanding and entitled to vote and of each class of series of stock
adversely affected thereby:
1. The name by which the corporation shall be known is: Analog Devices,
Inc.
2. The purposes for which the corporation is formed are as follows: To
manufacture, produce, assemble, fabricate, import, lease, purchase or otherwise
acquire; to invest in, own, hold, use, license the use of, install, handle,
maintain, service or repair; to sell, pledge, mortgage, exchange, export,
distribute, lease, assign and otherwise dispose of, and generally to trade and
deal in and with, the principal or agent, at wholesale, retail, on commission or
otherwise, electronic systems, equipment and components, and electrical and
electro-mechanical apparatus and equipment of all kinds and descriptions,
electronics, telecommunications, communications and similar equipment of all
descriptions, supplies, parts, equipment, apparatus, machinery improvements,
appliances, tools, and goods, wares, merchandise,
52
commodities, articles of commerce and property of every kind and description,
and any and all products, machinery, equipment and supplies used or useful in
connection therewith: and
To have and to exercise, without limitation, all of the powers granted by
Massachusetts law to business corporations, including those powers set forth in
section 9 of G.L., Ch. 156B, and in any amendment thereof or addition thereto.
3. The total number of shares and par value, if any, of each class of
stock which the corporation is authorized to issue is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
- --------------------------------------------------------------------------------
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
Preferred ----- ----- -----
- --------------------------------------------------------------------------------
Common ----- 1,500,000 $.25
- --------------------------------------------------------------------------------
*4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting powers,
qualifications, special or relative rights or privileges as to each class
thereof and any series now established:
None.
*5. The restrictions, if any, imposed by the articles of organization upon
the transfer of shares of stock of any class are as follows:
None.
*6. Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
See continuation sheet, items 6A through 6C.
-2-
53
6A. INDEMNIFICATION.
The Corporation shall indemnify any and all of its directors or officers or
former directors or officers or any person who may have served at its request as
a director or officer of another corporation (and his heirs or personal
representatives) in which it owns shares of capital stock or of which it is a
creditor against expenses, including the amount of any judgement, payment in
settlement, and attorney's fees, actually and reasonably incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them are made parties, or a party, by reason of being or having been
directors or officers or a director or officer of the Corporation, or of such
other corporation, except in relation to matters as to which any such director
or officer or former director or officer or person shall be adjudged in such
action, suit or proceeding (or by independent counsel, if the matter is settled
or compromised) not to have acted in good faith in the performance of duty.
6B. STOCKHOLDERS' MEETINGS
Meetings of Stockholders of the Corporation may be held any where in the
United States.
6C. AMENDMENT OF BY-LAWS
The power to make, amend or repeal by-laws shall be in the Stockholders,
provided, however, that the by-laws may provide that the directors may make,
amend or repeal the by-laws in whole or in part, except with respect to any
provisions thereof which according to law, the Articles of Organization or
by-laws requires action by the Stockholders.
*We further certify that the foregoing restated articles of organization
effect no amendments to the articles or organization of the corporation as
heretofore amended, except amendments to the following articles 2, 3, 4, 5 and
6. (*If there are no such amendments, state "None".)
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 30th day of October, in the year 1968.
/s/ Matthew Lorber President
- -------------------------------------------
/s/ Barry Morrissey Assistant Clerk
- -------------------------------------------
-3-
54
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
I hereby approve the within restated articles of
organization and the filing fee in the amount of $850.00 having
been paid, said articles are deemed to have been filed with me
this 31st day of October, 1968.
/s/ John T. X. Davoren
Secretary of the Commonwealth
State House, Boston, Mass.
Return to: J. Barry Morrissey, Esq.
Hale and Dorr
60 State Street
Boston, Massachusetts
55
THE COMMONWEALTH OF MASSACHUSETTS
JOHN F.X. DAVOREN
Secretary of the Commonwealth
STATE HOUSE, BOSTON, MASS.
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
---------------
We, Emil B. Rechsteiner, President and Paul P. Brountas, clerk of
ANALOG DEVICES, INC.
located at 241 Binney Street, Cambridge, Massachusetts do hereby certify that
the following amendment to the articles of organization of the corporation was
duly adopted at a meeting held on January 24, 1969, by vote of 766,278 shares of
Common Stock out of 791,556 shares outstanding,
CROSS OUT being at least two-thirds of each class outstanding
INAPPLICABLE and entitled to vote thereon and of each class or
CLAUSE series of stock whose rights are adversely affected
thereby:
See continuation sheets 2A, 2B and 2C hereto.
56
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
(_________ shares preferred) with
(1,500,000 shares common ) par
The total amount of capital ( ) value
stock already authorized is
(_________ shares preferred) without
(_________ shares common ) par
( ) value
( 500,000 shares preferred) with
(1,500,000 shares common ) par
The amount of additional ( ) value
capital stock authorized is
(_________ shares preferred) without
(_________ shares common ) par
( ) value
-2-
57
VOTED: To amend the Articles of Organization of this corporation, as amended,
by (1) increasing the authorized Common Stock, $.25 par value, of the
corporation by 1,500,000 shares, (2) authorizing a new class of
Preferred Stock of 500,000 shares, $1.00 par value, and (3) reducing
the par value per share of the Common Stock of the corporation from
$.25 to $.16 2/3 par value per share, so that after the effective date
of this amendment the total number of shares of capital stock which
the corporation shall have authority to issue shall be as follows:
Class of Stock Number of Shares Par Value Per Share
-------------- ---------------- -------------------
Preferred Stock 500,000 $1.00
Common Stock 3,000,000 .16 2/3
FURTHER
VOTED: To further amend the Articles of Organization of this corporation, as
amended, by amending Section 4 of said Articles of Organization to
read as follows:
"4. If more than one class is authorized, a description of each of the
different classes of stock with, if any, the preferences, voting
powers, qualifications, special or relative rights or privileges as to
each class thereof and any series now established:
Rights, Preferences, Limitations and Restrictions on Capital Stock.
The following is a statement of the designations and the powers,
preferences and rights and the qualifications, limitations or restrictions
thereof, in respect of the authorized capital stock of the corporation.
A. Issuance in Series.
The Preferred Stock may be issued in one or more series at such time
or times and for such consideration or considerations as the Board of Directors
may determine. Each series shall be so designated as to distinguish the shares
thereof from the shares of all other series and classes. Except as to the
relative rights and preferences referred to in paragraph B below, in respect of
any or all of which there may be variations between different
2A
58
series, all shares of Preferred Stock shall be identical. Different series of
Preferred Stock shall not be construed to constitute different classes of shares
for the purpose of voting by classes.
B. Authority to Establish Variations Between Series.
The Board of Directors is expressly authorized, subject to the
limitations prescribed by law and the provisions of these Articles of
Organization, to provide by adopting a vote or votes, a certificate of which
shall be filed in accordance with the Business Corporation Law of the
Commonwealth of Massachusetts for the issue of the Preferred Stock in one or
more series, each with such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof as shall be stated in the vote or votes creating such
series. The authority of the Board of Directors with respect to each such
series shall include without limitation of the foregoing the right to determine
and fix:
(1) the distinctive designation of such series and the number of
shares to constitute such series;
(2) The rate at which dividends on the shares of such series
shall be declared and paid, or set aside for payment, whether dividends at the
rate so determined shall be cumulative, and whether the shares of such series
shall be entitled to any participating or other dividends in addition to
dividends at the rate so determined, and if so on what terms;
(3) The right, if any, of the corporation to redeem shares of
the particular series and, if redeemable, the price, terms and manner of such
redemption;
(4) The special and relative rights and references, if any, and
the amount of amounts per share, which the shares of such series shall be
entitled to receive upon any voluntary or involuntary liquidation, dissolution
or winding up of the corporation;
(5) the terms and conditions, if any, upon which shares of such
series shall be convertible into, or exchangeable for, shares of stock of any
other class or exchangeable for, shares of stock of any other class or classes,
including the price or prices or the rate or rates of conversion or exchange and
the terms of adjustment, if any;
2B
59
(6) The obligation, if any, of the corporation to retire or
purchase shares of such series pursuant to a sinking fund or fund of a similar
nature or otherwise, and the terms and conditions of such obligations;
(7) Voting rights, if any, provided that the shares of all
series with voting rights shall not have more than one vote per share;
(8) limitations, if any, on the issuance of additional shares of
such series or any shares of any other series of Preferred Stock; and
(9) Such other preferences or restrictions or qualifications
thereof as the Board of Directors may deem advisable and are not inconsistent
with law and the provisions of these Articles.
C. Statement of Limitations, Relative Rights and Powers in Respect of
Shares of Common Stock.
(1) After the requirements with respect to preferential
dividends on the Preferred Stock (fixed in accordance with the provisions of
paragraph 5 above) shall have been met and after the corporation shall have
complied with all the requirements, if any, with respect to the setting aside of
sums as sinking funds or redemption or purchase accounts (fixed in accordance
with the provisions of said paragraph B), then and not otherwise the holders of
Common Stock shall be entitled to receive such dividends as may be declared from
time to time by the Board of Directors.
(2) After distribution in full of the preferential amount (fixed
in accordance with the provisions of said paragraph B) to be distributed to the
holders of Preferred Stock in the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding up of this corporation,
the holders of the Common Stock shall be entitled to receive all the remaining
assets of this corporation, tangible and intangible, of whatever kind available
for distribution to the stockholders ratably in proportion to the number of
shares of Common Stock held by them respectively.
2C
60
(3) Except as may otherwise be required by law or the provisions
of these Articles, or by the Board of Directors pursuant to authority granted in
these Articles, each holder of Common Stock shall have one vote in respect of
each share of stock held by him in all matters voted upon by the stockholders.
D. Denial of Preemptive rights.
No holder of shares of the Common Stock or of the Preferred Stock
shall be entitled as such, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock of any class whatsoever of the
corporation, or of securities convertible into stock of any class, whether now
or hereafter authorized, or whether issued for cash or other consideration or by
way of dividend."
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with the vote adopting the amendment, a later
effective date not more than thirty days after such filing, in which event the
amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 24th day of January, in the year 1969.
/s/ Emil B. Rechsteiner President
- -----------------------
/s/ Paul P. Brountas Clerk
- -----------------------
2D
61
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and,
the filing fee in the amount of $1,025.00 having been paid,
said articles are deemed to have been filed with me this 24th
day of January, 1969.
/s/ John F.X. Davoren
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF AMENDMENT TO BE SENT
TO: Paul P. Brountas, Esq.
c/o Hale and Dorr
60 State Street
Boston, Massachusetts 02109
Copy mailed 1-28-69
62
THE COMMONWEALTH OF MASSACHUSETTS
Secretary of the Commonwealth
State House Boston, Mass.
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
PURSUANT TO GENERAL LAWS, CHAPTER 156B, SECTION 82
This certificate must be submitted to the Secretary of the Commonwealth within
sixty days after the meeting of the board of directors at which the merger is
voted. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
We, Ray Stata and Paul P. Brountas President and Clerk of Analog Devices,
Inc. organized under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:
1. That the subsidiary corporation to be merged into the parent
corporations is as follows:
State of Date of
Name Organization Organization
Nova Devices, Inc. Delaware 9/17/69
2. That the parent corporation owns at least ninety per cent of the
outstanding shares of each class of the stock of each subsidiary corporation to
be merged into the parent corporation.
3. That in the case of each of the above-named corporations the laws of
the state of its organization, if other than Massachusetts, permit the merger
herein provided for and that all action required under the laws of each such
state in connection with this merger has been duly taken. (If all the
corporations are organized under the laws of Massachusetts and if General Laws,
Chapter 156B is applicable to them, then Paragraph 3 may be deleted.)
4. That by unanimous written consent of the directors of the parent
corporation executed on October 23, 1973, the following vote pursuant to
subsection (a) of General Laws, Chapter 156B Section 82, was duly adopted:
63
VOTED: That Nova Devices, Inc., a wholly owned subsidiary of this
corporation, be merged with and into this corporation and that
following such merger, this corporation shall be the surviving
corporation; and
FURTHER
VOTED: That the effective date of such merger shall be November 5, 1973
and on that date all of the property, real, personal and mixed,
and the rights, privileges and franchises of Nova Devices, Inc.
shall vest in and be held by this corporation, as the same were
held and owned by Nova Devices, Inc., subject, however, to all of
the liabilities and obligations (including taxes) of Nova
Devices, Inc., for which this corporation shall be liable in the
same manner and to the same extent as if it had itself incurred
such liabilities and obligations; and
FURTHER
VOTED: That the President and Clerk of this corporation, and each of
them acting singly, be and hereby is authorized to execute and
deliver, in the name and on behalf of this corporation, any and
all documents and instruments required, or incidental, to
effectuate and implement the merger of Nova Devices, Inc. into
this corporation in such form as the officer so acting may deem
necessary and advisable.
5. The effective date of the merger as specified in the vote set out under
Paragraph 4 is November 5, 1973.
IN WITNESS WHEREOF and the penalties of perjury we have hereto signed our
names this 23rd day of October, 1973.
/s/ Ray Stata President
--------------------
/s/ Paul P. Brountas Clerk
--------------------
-2-
64
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and subsidiary
corporations and the filing fee in the amount of $100.00 having been paid, said
articles are deemed to have been filed with me this 2nd day of November, 1973.
/s/ John F.X. Davoren
Secretary of the Commonwealth
State House, Boston, Mass.
Atty John E. Ryan
Hale and Dorr
28 State Street
Boston, Mass. 02109
65
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
FEDERAL IDENTIFICATION
No. 04-2348234
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
CERTIFICATE OF VOTE OF DIRECTORS ESTABLISHING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
The Filing fee to accompany this certificate is $50. Make check payable to the
Commonwealth of
Massachusetts
-------------
We, Ray Stata, President and Paul P. Brountas, Clerk of Analog Devices,
Inc. located at Route 1 Industrial Park, Norwood, Massachusetts do hereby
certify that at a meeting of the directors of the corporation held on October 2,
1981, the following vote establishing and designating a series of a class of
stock and determining the relative rights and preferences thereof was duly
adopted:
WHEREAS, pursuant to authority expressly vested in the Board of Directors
of the corporation by Article 4 of the Articles of Organization of the
corporation, as amended, the Board of Directors, by votes adopted at a meeting
of the Board of Directors held September 11, 1980, authorized the issuance of a
series of Preferred Stock, $1.00 par value per share, of the corporation,
consisting of 10,000 shares and designated as "Series A Convertible Preferred
Stock" of the corporation; and
WHEREAS, the Board of Directors of the corporation desires to increase the
number of shares of Series A Convertible Preferred Stock by an additional 10,000
shares;
66
NOW, THEREFORE, it is hereby unanimously
VOTED: That the number of shares of Series A Convertible Preferred Stock
established and authorized for issuance by action of the Board of
Directors of the corporation on September 11, 1980 be and hereby is
increased from 10,000 to 20,000 shares, and that the relative rights,
preferences, powers, qualifications, limitations and restrictions of
such additional 10,000 shares shall be the same as those established
with respect to the original 10,000 shares by vote of the Board of
Directors adopted September 11, 1980.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 2nd day of November in the year 1981.
/s/ Ray Stata, President
---------------------
/s/ Paul P. Brountas, Clerk
---------------------
-2-
67
THE COMMONWEALTH OF MASSACHUSETTS
Certificate of Vote of Directors Establishing
A Series of Class of Stock
(General Laws, Chapter 156B, Section 26)
I hereby approve the within certificate and, the filing
fee in the amount of $75.00 having been paid, said
certificate is hereby filed this 10th day of November, 1981.
/s/ Michael Joseph Connolly
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILED IN BY CORPORATION
PHOTO COPY OF CERTIFICATE TO BE SENT
TO:
Mark G. Borden, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
Copy Mailed Nov 16, 1981
68
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MA 02105
FEDERAL IDENTIFICATION
NO. 04-2348234
CERTIFICATE OF VOTE OF DIRECTORS INCREASING
A SERIES OF A CLASS OF STOCK
General Laws, Chapter 156B, Section 26
----------
We, Ray Stata, President and Paul P. Brountas, Clerk of ANALOG DEVICES,
INC. located at Route 1 Industrial Park, Norwood, Massachusetts 02142 do hereby
certify that at a meeting of the directors of the corporation held on December
14, 1984 the following vote established and designating a series of a class of
stock and determining the relative rights and preferences thereof was duly
adopted:
WHEREAS, pursuant to authority expressly vested in the Board of Directors
of the corporation by Article 4 of the Articles of Organization of the
corporation, as amended, the Board of Directors, by votes adopted at a meeting
of the Board of Directors held September 11, 1980, authorized the issuance of a
series of Preferred Stock, $1.00 par value per share, of the corporation,
consisting of 10,000 shares and designated as "Series A Convertible Preferred
Stock" of the corporation; and
WHEREAS, by votes adopted at a meeting of the Board of Directors held
October 2, 1981, the number of shares of Series A Convertible Preferred Stock
was increased by 10,000 shares to 20,000 shares; and
WHEREAS, the Board of Directors of the corporation desires to further
increase the number of shares of Series A Convertible Preferred Stock by an
additional 10,000 shares;
69
NOW, THEREFORE, it is hereby unanimously
VOTED: That the number of shares of Series A Convertible Preferred Stock
established and authorized for issuance by actions of the Board of
Directors of the corporation on September 11, 1980 and October 2,
1981 be and hereby is increased from 20,000 to 30,000 shares, and
that the relative rights, preferences, powers, qualifications,
limitations and restrictions of such additional 10,000 shares shall
be the same as those established with respect to the 20,000 shares by
votes of the board of Directors adopted September 11, 1980 and
October 2, 1981.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 4th day of January in the year 1984.
/s/ Ray Stata, President
---------------------
/s/ Paul P. Brountas, Clerk
---------------------
-2-
70
THE COMMONWEALTH OF MASSACHUSETTS
Certificate of Vote of Directors Establishing
A Series of Class of Stock
(General Laws, Chapter 156B, Section 26)
I hereby approve the within certificate and, the filing
fee in the amount of $75.00 having been paid, said
certificate is hereby filed this 6th of January, 1984.
/s/ Michael Joseph Connolly
Secretary of State
TO BE FILED IN BY CORPORATION
PHOTO COPY OF CERTIFICATE TO BE SENT
TO:
Mark G. Borden, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
Telephone: 742-9100
71
COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
FEDERAL IDENTIFICATION
No.
------------------
Secretary of the Commonwealth
One Ashburton Place, Boston, Mass. 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
-----------
We, Ray Stata, President, and Paul P. Brountas, Clerk of
ANALOG DEVICES, INC.
located at Route 1 Industrial Park, Norwood, Massachusetts do hereby certify
that the following amendment to the articles of organization of the corporation
was duly adopted at a meeting held on March 13, 1979, by vote of 1,703,461
shares of Common Stock out
72
of 2,373,186 shares outstanding, being at least a majority of each class
outstanding and entitled to vote thereon.
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
The total amount of 500,000 shares preferred}
capital stock already }with par value
authorized is 3,000,000 shares common }
_________ shares preferred}
}without par value
_________ shares common }
The amount of _________ shares preferred}
additional stock }with par value
authorized is 7,000,000 shares common }
_________ shares preferred}
}without par value
_________ shares common }
VOTED: To amend the Articles of Organization of the corporation, as amended,
by increasing the authorized Common Stock, $.16-2/3 par value per
share, of the corporation from 3,000,000 shares to 10,000,000 shares
so that after the effective date of such amendment the total number of
shares of Common Stock, $.16-2/3 par value per share, which the
corporation is authorized to issue shall be 10,000,000 shares.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B of the General Laws unless
these articles specify, in accordance with the vote adopting the amendment, a
later effective date not more than thirty days after such filing, in which event
the amendment will become effective on such later date.
-2-
73
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this thirteenth (13th) day of March, in the year 1979.
/s/ Ray Stata President
- --------------------
/s/ Paul P. Brountas Clerk
- --------------------
-3-
74
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and, the
filing fee in the amount of $3,500.00 having been paid, said
articles are deemed to have been filed with me this 20th day of
March, 1979.
/s/ Michael Joseph Connolly
Secretary of the Commonwealth
State House, Boston, Mass.
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF AMENDMENT TO BE SENT
TO: Mark G. Borden, Esq.
c/o Hale and Dorr
60 State Street
Boston, MA 02109
Telephone (617) 742-9100
75
COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL JOSEPH CONNOLLY, Secretary
One Ashburton Place, Boston, Mass. 02108
FEDERAL IDENTIFICATION
NO. 04-2348234
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the Commonwealth
within sixty days after the date of the vote of stockholders adopting the
amendment. The fee for filing this certificate is prescribed by General
Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts.
-----------
We, Joseph M. Hinchey, Vice President, and Paul P. Brountas, Clerk of Analog
Devices, Inc. located at One Technology Way, P.O. Box 9106, Norwood, MA
02062-9106 do hereby certify that the following amendment to the articles of
organization of the corporation was duly adopted at a meeting held on March 10,
1987, by vote of 34,389,050 shares of Common Stock out of 44,000,130 shares
outstanding (increase authorized), 34,037,403 shares of
76
Common Stock out of 44,000,130 shares outstanding (director's liability), and
35,159,309 shares of Common Stock out of 44,000,130 shares outstanding
(Indemnification)
being at least a majority of each class outstanding and entitled
to vote thereon: two-thirds of each class outstanding and
entitled to vote thereon and of each class or series of stock
whose rights are adversely affected thereby:
See Continuation Sheets A-1 through A-6
For amendments adopted pursuant to Chapter 156B, Section 70.
For amendments adopted pursuant to Chapter 156B, Section 71.
TO CHANGE the number of shares and the par value, if any, of each class of
stock within the corporation fill in the following:
The total presently authorized is:
- -------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE
KIND OF NUMBER OF NUMBER OF PAR
STOCK SHARES SHARES VALUE
- -------------------------------------------------------------------
COMMON 100,000,000 $.16 2/3
- -------------------------------------------------------------------
PREFERRED 500,000 $1.00
- -------------------------------------------------------------------
CHANGE the total to:
-2-
77
- --------------------------------------------------------------------
NO PAR VALUE WITH PAR VALUE
KIND OF NUMBER OF NUMBER OF PAR
STOCK SHARES SHARES VALUE
- --------------------------------------------------------------------
COMMON 150,000,000 $.16 2/3
- --------------------------------------------------------------------
PREFERRED 500,000 $1.00
- --------------------------------------------------------------------
-3-
78
CONTINUATION SHEET
VOTED: That Article 3 of the Articles of Organization of the Corporation
shall be amended by increasing the authorized shares of Common Stock,
$.16 2/3 par value per share, of the Corporation from 100,000,000
shares to 150,000,000 shares, so that after the effective date of such
amendment the total number of shares and the par value of each class
of capital stock which the Corporation shall have the authority to
issue shall be as follows:
Class of Stock Number of Shares Par Value Per Share
-------------- ---------------- -------------------
Common Stock 150,000,000 $ .16 2/3
Preferred Stock 500,000 $1.00
FURTHER
VOTED: That Article 6 of the Articles of Organization of the Corporation
shall be amended by deleting in its entirety the current Article 6A,
and by substituting new Article 6A therefor, to read as follows:
6A. INDEMNIFICATION
Section 1. Actions, Suits and Proceedings. Except as otherwise
provided below, the Corporation shall, to the fullest extent
authorized by Chapter 156B of the Massachusetts General Laws, as the
same exists or may hereafter be amended (in the case of any such
amendment, only to the extent that such amendment either (i) permits
the Corporation to provide broader indemnification rights than such
laws permitted prior to such amendment or (ii) prohibits or limits any
of the indemnification rights previously set forth in such laws),
indemnify each person who is, or shall have been, a director or
officer of the Corporation or who is or was a director or employee of
the Corporation and is serving, or shall have served, at the request
of the Corporation, as a director or officer of another organization
or in any capacity with respect to any employee benefit plan of the
Corporation, against all liabilities and expenses (including
judgments, fines, penalties, amounts paid or to be paid in settlement,
and
A-1
79
reasonable attorneys' fees) imposed upon or incurred by any such
person (the "Indemnitee") in connection with, or arising out of, the
defense or disposition of any action, suit or other proceeding,
whether civil or criminal, in which he may be a defendant or with
which he may be threatened or otherwise involved, directly or
indirectly, by reason of his being or having been such a director or
officer or as a result of his serving or having served with respect to
any such employee benefit plan; provided, however, that the
Corporation shall provide no indemnification with respect to any
matter as to which any such Indemnitee shall be finally adjudicated in
such action, suit or proceeding not to have acted in good faith in the
reasonable belief that his action was (i) in the best interests of the
Corporation or (ii) to the extent such matter relates to service with
respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
Section 2. Settlements. The right to indemnification conferred
in this Article shall include the right to be paid by the Corporation
for liabilities and expenses incurred in connection with the
settlement or compromise of any such action, suit or proceeding,
pursuant to a consent decree or otherwise, unless a determination is
made, within 45 days after receipt by the Corporation of a written
request by the Indemnitee for indemnification, that such settlement or
compromise is not in the best interests of the Corporation or, to the
extent such matter relates to service with respect to an employee
benefit plan, that such settlement or compromise is not in the best
interests of the participants or beneficiaries of such plan. Any such
determination shall be made (i) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of disinterested
directors, or (ii) if such quorum is not obtainable, by a majority of
the disinterested directors of the Corporation then in office.
Notwithstanding the foregoing, if there are less than two
disinterested directors then in office, the Board of Directors shall
promptly direct that independent legal counsel (who may be regular
legal counsel to the Corporation) determine, based on facts known to
such counsel at such time, whether such Indemnitee acted in good faith
in the reasonable belief
A-2
80
that his action was in the best interests of the Corporation or the
participants or beneficiaries of any such employee benefit plan, as
the case may be; and, in such event, indemnification shall be made to
such Indemnitee unless, within 45 days after receipt by the
Corporation of the request by such Indemnitee for indemnification,
such independent legal counsel in a written opinion to the Corporation
determines that such Indemnitee did not act in good faith in the
reasonable belief that his action was in the best interests of the
Corporation or the participants or beneficiaries of any such employee
benefit plan, as the case may be.
Section 3. Notification and Defense of Claim. As a condition
precedent to his right to be indemnified, the Indemnitee must give to
the Corporation notice in writing as soon as practicable of any
action, suit or proceeding involving him for which indemnity will or
could be sought. With respect to any action, suit or proceeding of
which the Corporation is so notified, the Corporation will be entitled
to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable
to such Indemnitee. After notice from the Corporation to the
Indemnitee of its election so to assume such defense, the Corporation
shall not be liable to such Indemnitee for any legal or other expenses
subsequently incurred by such Indemnitee in connection with such
claim, but the fees and expenses of such counsel incurred after notice
from the Corporation of its assumption of the defense thereof shall be
at the expense of the Indemnitee unless (i) the employment of counsel
by the Indemnitee has been authorized by the Corporation, (ii) counsel
to the Indemnitee shall have reasonably concluded that there may be a
conflict of interest or position on any significant issue between the
Corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the Corporation shall not in fact have employed
counsel to assume the defense of such action, in each of which cases,
the fees and expenses of counsel for the Indemnitee shall be at the
expense of the Corporation, except as otherwise expressly provided by
this Article. The Corporation shall not be entitled to assume the
defense of any claim brought by or on behalf of the Corporation or as
to which counsel for the Indemnitee shall have reasonably made the
conclusion provided for in (ii) above.
A-3
81
Section 4. Advance of Expenses. Subject to Section 3 above,
the right to indemnification conferred in this Article shall include
the right to be paid by the Corporation for expenses (including
reasonable attorneys' fees) incurred in defending a civil or criminal
action, suit or proceeding in advance of its final disposition,
subject to receipt of an undertaking by the Indemnitee to repay such
payment if it is ultimately determined that the Indemnitee is not
entitled to indemnification under this Article. Such undertaking may
be accepted without reference to the financial ability of such
Indemnitee to make such repayment. Notwithstanding the foregoing, no
advance shall be made by the Corporation under this Section 4 if a
determination is reasonably and promptly made by the Board of
Directors by a majority vote of a quorum consisting of disinterested
directors or, if such quorum is not obtainable, by a majority of the
disinterested directors of the Corporation then in office or, if there
are not at least two disinterested directors then in office, by
independent legal counsel (who may be regular legal counsel to the
Corporation) in a written opinion that, based on facts known to the
Board or counsel at such time, such Indemnitee did not act in good
faith in the reasonable belief that his action was in the best
interests of the Corporation or the participants or beneficiaries of
an employee benefit plan of the Corporation, as the case may be.
Section 5. Partial Indemnity. If an Indemnitee is entitled
under any provision of this Article to indemnification by the
Corporation for some or a portion of the liabilities or expenses
imposed upon or incurred by such indemnitee in the investigation,
defense, appeal or settlement of any action, suit or proceeding but
not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify the Indemnitee for the portion of such
liabilities or expenses to which such Indemnitee is entitled.
Section 6. Rights Not Exclusive. The right to
indemnification and the payment of expenses incurred in defending any
action, suit or proceeding in advance of its final disposition
conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute,
provision of the Articles of Organization, By-Laws, agreement,
A-4
82
vote of stockholders or directors or otherwise. Without limiting the
generality of the foregoing, the Corporation, acting through its Board
of Directors, may enter into agreements with any director, officer,
employee or agent of the Corporation providing for indemnification
rights equivalent to or greater than the indemnification rights set
forth in this Article.
Section 7. Insurance. The Corporation may purchase and
maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another
organization or employee benefit plan against any expense or liability
incurred by him in any such capacity, or arising out of the status as
such, whether or not the Corporation would have the power to indemnify
such person against such expense or liability under Chapter 156B of
the Massachusetts General Laws.
Section 8. Insurance Offset. The Corporation's obligation
to provide indemnification under this Article shall be offset to the
extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by the
Corporation or any other person.
Section 9. Amendment. Without the consent of a person
entitled to the indemnification and other rights provided in this
Article (unless otherwise required by Chapter 156B of the
Massachusetts General Laws), no amendment modifying or terminating
such rights shall adversely affect such person's rights under this
Article with respect to the period prior to such Amendment.
Section 10. Mergers, Etc. If the Corporation is merged into
or consolidated with another corporation and the Corporation is not
the surviving corporation, or if substantially all of the assets of
the Corporation are acquired by any other corporation, or in the event
of any other similar reorganization involving the Corporation, the
Board of Directors of the Corporation or the board of directors of any
corporation assuming the obligations of the Corporation shall assume
the obligations of the Corporation under this Article, through the
date of such merger, consolidation, sale or
A-5
83
reorganization, with respect to each person who is entitled to
indemnification rights under this Article as of such date.
Section 11. Savings Clause. If this Article or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify each
Indemnitee as to any liabilities and expenses with respect to any
action, suit or proceeding to the full extent permitted by any
applicable portion of this Article that shall not have been
invalidated and to the full extent permitted by applicable law.
Section 12. Definitions. As used in this Article, the term
"director", "officer" and "person" include their respective heirs,
executors, administrators, and legal representatives, and an
"interested" director is one against whom in such capacity the
proceedings in question or another proceeding on the same or similar
grounds is then pending.
FURTHER
VOTED: That Article 6 of the Articles of Organization of the Corporation
shall be amended by adding new Article 6D, to read as follows:
6D. LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by Chapter 156B of the
Massachusetts General Laws, as it may be amended from time to time, a
director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law
imposing such liability.
A-6
84
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our
names this 27th day of March, in the year 1987
/s/ Joseph M. Hinchey Vice President
- ---------------------
/s/ Paul P. Brountas Clerk
- ---------------------
A-7
85
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and, the
filing fee in the amount of $25,075.00 having been paid, said
articles are deemed to have been filed with me this 7th day of
April, 1987.
/s/ Michael Joseph Connolly
Michael Joseph Connolly
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF AMENDMENT TO BE SENT
TO: John E. Osborn, Esq.
c/o Hale and Dorr
60 State Street
Boston, MA 02109
Telephone (617) 742-9100
86
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
Federal Identification
- --------------- ONE ASHBURTON PLACE
Examiner BOSTON, MASS. 02108 No. 95-3562937
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, Section 82
The fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the Commonwealth of
Massachusetts
* * * *
We, Ray Stata and Paul P. Brountas, President and Clerk of Analog
Devices, Inc. organized under the laws of the Commonwealth of
Massachusetts and herein called the parent corporation, do hereby
certify as follows:
1. That the subsidiary corporation(s) to be merged into the parent
corporations are/is as follows:
State of Date of
Name Organization Organization
---- ------------ ------------
Precision Monolithics, Inc. Delaware 12/15/80
2. That the parent corporation owns at least ninety percent of the
outstanding shares of each class of the stock of each subsidiary
corporation to be merged into the parent corporation.
3. That in the case of each of the above-named corporations the
laws of the state of its organization, if other than Massachusetts, permit
the merger herein provided for and that all action required under the laws
of each such state in connection with this merger has been duly taken. (If
all the corporations are organized under the laws of Massachusetts and if
General Laws, Chapter 156B is applicable to them, then Paragraph 5 may be
deleted.)
87
4. That at a meeting of the directors of the parent corporation the
following vote, pursuant to subsection (a) of General Laws, Chapter 156B,
Section 82, was duly adopted:
VOTED: That pursuant to Section 82 of Chapter 156B of the Massachusetts
General Laws and Section 253 of the Delaware General Corporation Law,
the Corporation is hereby authorized to merge Precision Monolithics,
Inc., a Delaware corporation, which is a wholly-owned subsidiary of
the Corporation, into the Corporation on the terms and conditions set
forth in the Agreement of Merger between the Corporation and
Precision Monolithics, Inc. in substantially the form presented to
the directors at this meeting, with such changes and additions as the
President of the Corporation shall approve, the execution and
delivery thereof by the President or any Vice President of the
Corporation to be conclusive evidence of such approval (the
"Agreement of Merger") it being the intention that said merger
qualifies as a complete liquidation of a subsidiary under Sections
332 and 337 of the Internal Revenue Code of 1986, as amended;
FURTHER
VOTED: That the President and any Vice President of the Corporation be, and
each of them acting singly hereby is, authorized and directed to
execute and deliver the Agreement of Merger, to make and execute a
Certificate of Ownership and Merger setting forth a copy of the
votes with respect to the merger of Precision Monolithics, Inc. into
the Corporation, and the date of adoption thereof, and to cause the
same to be filed with the Secretary of State and a certified copy
recorded in the office of the Recorder of Deeds of New Castle County,
to make and execute Articles of Merger of Parent and Subsidiary
Corporations with respect to the merger of Precision Monolithics,
Inc. into the Corporation and to cause the same to be filed with the
Secretary of State of the Commonwealth of Massachusetts and to take
all such other actions and to execute all such other instruments and
agreements which may be in any way necessary or proper to effect said
merger; and
FURTHER
VOTED: That the merger of Precision Monolithics, Inc. into the Corporation
shall be effective at 5:00 p.m., California time, on November 3, 1990.
-2-
88
5. The effective date of the merger as specified in the vote set out
under Paragraph 4 is November 3, 1990.
6. (This Paragraph 6 may be deleted if the parent corporation is
organized under the laws of Massachusetts.)
IN WITNESS WHEREOF and under the penalties of perjury we have hereto signed
our names this 31st day of October, 1990.
/s/ Ray Stata President
--------------------
Ray Stata
/s/ Paul P. Brountas Clerk
--------------------
Paul P. Brountas
-3-
89
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and subsidiary
corporations and, the filing fee in the amount of $250.00 having been paid, said
Articles are deemed to have been filed with me this 2nd day of November, 1990.
/s/ Michael Joseph Connolly
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger To Be Sent
TO: Paul P. Brountas, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
(617) 742-9100
-4-
90
THE COMMONWEALTH OF MASSACHUSETTS
- ----------- OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
Examiner MICHAEL J. CONNOLLY, Secretary
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT FEDERAL
GENERAL LAWS, CHAPTER 156B, IDENTIFICATION
SECTION 72 NO. 04-2348234
We, Jerald G. Fishman, President and Paul P. Brountas, Clerk
of Analog Devices, Inc. located at One Technology Way, P.O. Box
9106 Norwood, MA 02062-9106 do hereby certify that these ARTICLES
OF AMENDMENT affecting Articles NUMBERED: 3 of the Articles of
- ----------- Organization were duly adopted at a Name meeting held on March
Name 14, 1995, by vote of 57,071,806 shares Approved of Common
Approved Stock out of 75,434,102 shares outstanding, being at least a
majority of each type, class or series outstanding and entitled
to vote thereon:(1)
To CHANGE the number of shares and the par value (if any) of any
type, class or series of stock which the corporation is
authorized to issue, fill in the following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- --------------------------------------------------------------------------------
NUMBER OF NUMBER OF
TYPE SHARES TYPE SHARES PAR VALUE
- --------------------------------------------------------------------------------
COMMON: COMMON: 150,000,000 $.16 2/3
- --------------------------------------------------------------------------------
PREFERRED: PREFERRED 500,000 $1.00
- --------------------------------------------------------------------------------
CHANGE the total authorized to:
----------------------
(1) For amendments adopted pursuant to Chapter 156B, Section 70.
-5-
91
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- --------------------------------------------------------------------------------
NUMBER OF NUMBER OF
TYPE SHARES TYPE SHARES PAR VALUE
- --------------------------------------------------------------------------------
COMMON: COMMON: 300,000,000 $.16 2/3
- --------------------------------------------------------------------------------
PREFERRED: PREFERRED 500,000 $1.00
- --------------------------------------------------------------------------------
VOTED: To amend the Articles of Organization of the Corporation, as
amended, to increase the authorized Common Stock, $.16 2/3 par
value per share, of the Corporation from 150,000,000 shares to
300,000,000 shares, so that after the effective date of such
amendment the total authorized capital stock of the Corporation
shall consist of 300,000,000 shares of Common Stock, $.16 2/3 par
value per share, and 500,000 shares of Preferred Stock, $1.00 par
value per share.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The
General Laws unless these articles specify, in accordance with the vote
adopting the amendment, a later effective date not more than thirty days
after such filing, in which event the amendment will become effective on
such later date. LATER EFFECTIVE DATE: .
------------------
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto
signed our names this 28th day of April, in the year 1995.
/s/ Jerald G. Fishman
-------------------------------------------- President
/s/ Paul P. Brountas
-------------------------------------------- Clerk
-6-
92
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
----------------------------------------------------------------
I hereby approve the within articles of amendment and, the
filing fee in the amount of $ having been paid, said
articles are deemed to have been filed with me this day
of , 19 .
MICHAEL J. CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO: Jay E. Bothwick, Esq.
Hale and Dorr
60 State Street
Boston, MA 02109
(617) 526-6000
-7-
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5
1000
6-MOS
OCT-28-1995
OCT-30-1994
APR-29-1995
66,320
66,594
178,271
0
134,614
475,709
756,136
399,351
876,080
206,814
80,000
12,605
0
0
567,078
876,080
438,051
438,051
216,797
216,797
152,779
0
2,304
68,889
16,534
52,355
0
0
0
52,355
.66
.66
Asset Value Represents Net Amount
